G o o d R x H o l d i n g s , I n c

UNITED STATESSECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2020

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-39549

GoodRx Holdings, Inc.(Exact Name of Registrant as Specified in its Charter)

Delaware 47-5104396(State or other jurisdiction of

incorporation or organization)(I.R.S. Employer

Identification No.)

233 Wilshire Blvd., Suite 990Santa Monica, CA 90401

(Address of principal executive offices) (Zip Code)(855) 268-2822

(Registrant’s telephone number, including area code)

N/A(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading

Symbol(s) Name of each exchange on which registeredClass A Common Stock, $0.0001 par value per share GDRX The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during thepreceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☐ No ☒

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerginggrowth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the ExchangeAct. Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☒ Smaller reporting company ☐ Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revisedfinancial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of November 9, 2020, the registrant had 43,925,062 shares of Class A common stock, $0.0001 par value per share, and 346,357,135 shares of Class B commonstock, $0.0001 par value per share, outstanding.

FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains forward-looking statements. We intend such forward-looking statements to be coveredby the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933, as amended (the“Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements other thanstatements of historical facts contained in this Quarterly Report on Form 10-Q may be forward-looking statements. In some cases, you canidentify forward-looking statements by terms such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “targets,”“projects,” “contemplates,” “believes,” “estimates,” “forecasts,” “predicts,” “potential” or “continue” or the negative of these terms or othersimilar expressions. Forward-looking statements contained in this Quarterly Report on Form 10-Q include, but are not limited to statementsregarding our future results of operations and financial position, industry and business trends, stock compensation, business strategy, plans,market growth and our objectives for future operations.

The forward-looking statements in this Quarterly Report on Form 10-Q are only predictions. We have based these forward-lookingstatements largely on our current expectations and projections about future events and financial trends that we believe may affect ourbusiness, financial condition and results of operations. Forward-looking statements involve known and unknown risks, uncertainties and otherimportant factors that may cause our actual results, performance or achievements to be materially different from any future results,performance or achievements expressed or implied by the forward-looking statements, including, but not limited to, the important factorsdiscussed in Part II, Item 1A, “Risk Factors” in this Quarterly Report on Form 10-Q for the quarter ended September 30, 2020. The forward-looking statements in this Quarterly Report on Form 10-Q are based upon information available to us as of the date of this Quarterly Reporton Form 10-Q, and while we believe such information forms a reasonable basis for such statements, such information may be limited orincomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentiallyavailable relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon thesestatements.

You should read this Quarterly Report on Form 10-Q and the documents that we reference in this Quarterly Report on Form 10-Q andhave filed as exhibits to this Quarterly Report on Form 10-Q with the understanding that our actual future results, levels of activity,performance and achievements may be materially different from what we expect. We qualify all of our forward-looking statements by thesecautionary statements. These forward-looking statements speak only as of the date of this Quarterly Report on Form 10-Q. Except asrequired by applicable law, we do not plan to publicly update or revise any forward-looking statements contained in this Quarterly Report onForm 10-Q, whether as a result of any new information, future events or otherwise.

SUMMARY RISK FACTORS

Our business is subject to numerous risks and uncertainties, including those described in Part II Item 1A. “Risk Factors” in thisQuarterly Report on Form 10-Q. You should carefully consider these risks and uncertainties when investing in our Class A common stock.The principal risks and uncertainties affecting our business include the following:

• Risks related to our limited operating history and early stage of growth could materially adversely impact our business, financialcondition, and results of operations;

• We may experience lower margins as HeyDoctor continues to grow as a portion of our overall business;

• We may be unsuccessful in achieving broad market education and changing consumer purchasing habits;

• We may be unable to continue to attract, acquire and retain consumers, or may fail to do so in a cost-effective manner;

• We rely significantly on our prescription offering and may not be successful in expanding our offerings within our markets, or to othersegments of the healthcare industry;

• Our business is subject to changes in medication pricing and is significantly impacted by pricing structures negotiated by industryparticipants;

• We generally do not control the categories and types of prescriptions for which we can offer savings;

• We rely on a limited number of industry participants;

• We may fail to effectively differentiate our offerings and services from those of our competitors, which could impair our ability toattract and acquire new consumers and retain existing consumers;

• A pandemic, epidemic or outbreak of an infectious disease in the United States, including COVID-19, could adversely impact ourbusiness;

• If we have overestimated the size of our addressable market or the various markets in which we operate, our future growthopportunities may be limited;

• We calculate certain operational metrics using internal systems and tools and do not independently verify such metrics, and any realor perceived inaccuracies in such metrics may harm our reputation and negatively affect our business;

• The telehealth market is immature and volatile, and if it does not develop, or if it develops more slowly than we expect, the growth ofour business will be harmed;

• Our telehealth offerings depend in part on our ability to maintain and expand a network of skilled telehealth providers;

• We may be unable to successfully respond to changes in the market for prescription pricing, and may fail to maintain and expandthe use of GoodRx codes through our apps and websites;

• We may be unable to maintain a positive perception regarding our platform or enhance our brand;

• As a result of material weaknesses in our internal control over financial reporting, we may not be able to accurately report ourfinancial condition or results of operations, which may adversely affect investor confidence in us and, as a result, the value of ourClass A common stock;

• Use of social media, emails and text messages may adversely impact our reputation, subject us to fines or other penalties or be anineffective source to market our offerings;

• We may be unable to accurately forecast revenue and appropriately plan our expenses in the future;

• We depend on our information technology systems, and those of our third-party vendors, contractors and consultants, and anyfailure or significant disruptions of these systems, security breaches or loss of data could materially adversely affect our business,financial condition and results of operations;

• Government regulation of the internet and e-commerce is evolving, and unfavorable changes or failure by us to comply with theselaws and regulations could substantially harm our business and results of operations.

• Our business relies on email, mail and other messaging channels and any technical, legal or other restrictions on the sending ofsuch correspondence or a decrease in consumer willingness to receive such correspondence could adversely affect our business.

• We face the risk of litigation resulting from unauthorized text messages sent in violation of the Telephone Consumer Protection Act;

• Actual or perceived failures to comply with applicable data protection, privacy and security, advertising and consumer protectionlaws, regulations, standards and other requirements could adversely affect our business, financial condition and results ofoperations;

• Our ability to utilize our net operating loss carryforwards and certain other tax attributes may be limited;

• Our management team has limited experience managing a public company, and regulatory compliance may divert its attention fromthe day-to-day management of our business;

• If we are unable to attract and retain well-qualified employees, our business could be harmed;

• Future litigation could have a material adverse effect on our business and results of operations;

• Restrictions in our debt arrangements could adversely affect our operating flexibility, and failure to comply with any of theserestrictions could result in acceleration of our debt;

• Any significant interruptions or delays in service on our apps or websites or any undetected errors or design faults could result inlimited capacity, reduced demand, processing delays and loss of consumers;

• We depend on our relationships with third parties and would be adversely impacted by system failures or other disruptions in theoperations of these parties;

• Changes in consumer sentiment or laws, rules or regulations regarding the use of cookies and other tracking technologies and otherprivacy matters could have a material adverse effect on our ability to generate net revenues and could adversely affect our ability tocollect proprietary data on consumer behavior;

• Risks related to our intellectual property could materially adversely impact our business, competitive position, financial condition,and results of operations;

• Risks related to the healthcare industry and healthcare regulation could materially adversely impact our business, financialcondition, and results of operations; and

• Risks related to our organizational structure, including agreements and relationships with significant stockholders, could materiallyadversely impact our business, financial condition and results of operations.

GOODRX HOLDINGS, INC.

Table of Contents

Page

PART I. FINANCIAL INFORMATION 1Item 1. Financial Statements (Unaudited) 1

Condensed Consolidated Balance Sheets as September 30, 2020 and December 31, 2019 1

Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2020and 2019 2

Condensed Consolidated Statements of Changes in Redeemable Convertible Preferred Stock and Stockholders’Equity (Deficit) for the Nine Months Ended September 30, 2020 and 2019 3

Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2020 and 2019 5 Notes to Condensed Consolidated Financial Statements 6

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 18Item 3. Quantitative and Qualitative Disclosures About Market Risk 34Item 4. Controls and Procedures 34 PART II. OTHER INFORMATION 37Item 1. Legal Proceedings 37Item 1A. Risk Factors 37Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 78Item 3. Defaults Upon Senior Securities 78Item 4. Mine Safety Disclosures 78Item 5. Other Information 78Item 6. Exhibits 79 Signatures 80

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements.GoodRx Holdings, Inc.

Condensed Consolidated Balance Sheets(Unaudited)

(in thousands, except par values) September 30,

2020 December 31,

2019 Assets Current assets

Cash and cash equivalents $ 1,075,024 $ 26,050 Restricted cash 2,900 — Accounts receivable, net 63,518 48,129 Prepaid expenses and other current assets 39,630 12,403

Total current assets 1,181,072 86,582

Property and equipment, net 16,757 1,860 Goodwill 261,116 236,225 Intangible assets, net 39,225 21,267 Capitalized software, net 15,400 5,178 Operating lease right-of-use assets 29,318 32,315 Deferred tax assets, net 1,687 2,207 Other assets 2,230 1,162

Total assets $ 1,546,805 $ 386,796 Liabilities, redeemable convertible preferred stock and stockholders' equity (deficit) Current liabilities

Accounts payable $ 14,014 $ 7,851 Accrued expenses and other current liabilities 36,093 15,556 Current portion of debt 7,029 7,029 Operating lease liabilities, current 3,029 2,937

Total current liabilities 60,165 33,373 Debt, net 688,891 663,893 Operating lease liabilities, net of current portion 34,424 37,129 Deferred tax liabilities, net 1,772 — Other liabilities 5,144 2,974

Total liabilities 790,396 737,369 Commitments and contingencies (Note 8) Redeemable convertible preferred stock, $0.006 par value; zero and 130,000 shares authorized at September 30, 2020 and December 31, 2019, respectively; and zero and 126,046 shares issued and outstanding at September 30, 2020 and December 31, 2019, respectively — 737,009 Stockholders' equity (deficit)

Preferred stock, $0.0001 par value; 50,000 and zero shares authorized at September 30, 2020 and December 31, 2019, respectively; and zero shares issued and outstanding at September 30, 2020 and December 31, 2019 — — Common stock, $0.002 par value; zero and 380,000 shares authorized at September 30, 2020 and December 31, 2019, respectively; and zero and 229,750 shares issued and outstanding at September 30, 2020 and December 31, 2019, respectively — 460 Common stock, $0.0001 par value; Class A: 2,000,000 and zero shares authorized, 42,922 and zero shares issued and outstanding, at September 30, 2020 and December 31, 2019, respectively; and Class B: 1,000,000 and zero shares authorized, 346,357 and zero shares issued and outstanding, at September 30, 2020 and December 31, 2019, respectively 39 — Additional paid-in capital 1,848,549 8,788 Accumulated deficit (1,092,179) (1,096,830)

Total stockholders' equity (deficit) 756,409 (1,087,582)Total liabilities, redeemable convertible preferred stock and stockholders' equity (deficit) $ 1,546,805 $ 386,796

See accompanying Notes to Condensed Consolidated Financial Statements.

1

GoodRx Holdings, Inc.

Condensed Consolidated Statements of Operations(Unaudited)

Three Months Ended

September 30, Nine Months Ended

September 30, (in thousands, except per share amounts) 2020 2019 2020 2019 Revenue $ 140,453 $ 101,745 $ 397,156 $ 274,968 Costs and operating expenses:

Cost of revenue, exclusive of depreciation and amortization presented separately below 7,540 3,396 20,383 9,420 Product development and technology 15,846 7,844 38,133 19,480 Sales and marketing 65,113 44,950 180,195 122,639 General and administrative 108,479 4,102 120,698 10,165 Depreciation and amortization 5,160 3,609 14,026 9,355

Total costs and operating expenses 202,138 63,901 373,435 171,059 Operating (loss) income (61,685) 37,844 23,721 103,909 Other expense (income):

Other expense (income), net 1 (4) (20) (3)Interest income (24) (271) (140) (580)Interest expense 6,264 12,773 21,697 39,452

Total other expense, net 6,241 12,498 21,537 38,869 (Loss) income before income tax expense (67,926) 25,346 2,184 65,040

Income tax benefit (expense) 17,894 (5,727) 2,467 (14,219)Net (loss) income $ (50,032) $ 19,619 $ 4,651 $ 50,821 Net (loss) income attributable to common stockholders

Basic $ (50,032) $ 12,616 $ 3,045 $ 32,638 Diluted $ (50,032) $ 12,708 $ 3,092 $ 32,858

(Loss) earnings per share:

(Loss) earnings per share - basic $ (0.21) $ 0.06 $ 0.01 $ 0.14 (Loss) earnings per share - diluted $ (0.21) $ 0.05 $ 0.01 $ 0.14

Weighted average shares used in computing (loss) earnings per share:

Basic 241,061 227,058 233,727 226,251 Diluted 241,061 231,770 244,529 230,559

Stock-based compensation included in costs and operating expenses:

Cost of revenue $ 57 $ — $ 98 $ — Product development and technology 2,958 449 4,772 1,265 Sales and marketing 4,284 331 5,762 931 General and administrative 99,574 176 100,572 496


2


Condensed Consolidated Statements of Changes in Redeemable ConvertiblePreferred Stock and Stockholders’ Equity (Deficit)

(Unaudited)

RedeemableConvertible Preferred

Stock Common Stock Class A and Class B

Common Stock Additional

Paid-in Accumulated

TotalStockholders'

Equity (in thousands) Shares Amount Shares Amount Shares Amount Capital Deficit (Deficit) Balance atDecember 31, 2019 126,046 $ 737,009 229,750 $ 460 — $ — $ 8,788 $ (1,096,830) $ (1,087,582)

Stock optionsexercised — — 467 1 — — 691 — 692 Stock-basedcompensation — — — — — — 2,501 — 2,501 Net income — — — — — — — 27,346 27,346

Balance at March 31,2020 126,046 $ 737,009 230,217 $ 461 — $ — $ 11,980 $ (1,069,484) $ (1,057,043)

Stock optionsexercised — — 222 1 — — 530 — 531 Stock-basedcompensation — — — — — — 2,440 — 2,440 Net income — — — — — — — 27,337 27,337

Balance at June 30,2020 126,046 $ 737,009 230,439 $ 462 — $ — $ 14,950 $ (1,042,147) $ (1,026,735)

Stock optionsexercised — — 780 1 453 — 4,291 — 4,292 Stock-basedcompensation — — — — — — 107,825 — 107,825 Conversion ofredeemableconvertible preferred stock tocommon stock in connection withinitial public offering (126,046) (737,009) 126,046 252 — — 736,757 — 737,009 Issuance of Class Acommon stock in connection withinitial public offering,net of offering costs,underwritingdiscounts and commissions — — — — 28,615 3 886,853 — 886,856 Private placement ofClass A common stock — — — — 3,030 — 100,000 — 100,000 Conversion ofcommon stock intoClass B common stock inconnection with initial public offering — — (357,265) (715) 357,265 36 679 — — Common stockwithheld for taxobligations and net settlement — — — — (85) — (2,806) — (2,806)Vesting of restrictedstock units — — — — 1 — — — — Net loss — — — — — — — (50,032) (50,032)

Balance atSeptember 30, 2020 — $ — — $ — 389,279 $ 39 $ 1,848,549 $ (1,092,179) $ 756,409


3


Condensed Consolidated Statements of Changes in Redeemable ConvertiblePreferred Stock and Stockholders’ Equity (Deficit)

(Unaudited)

Redeemable

Convertible Preferred Stock Common Stock Additional

Paid-in Accumulated Total

Stockholders' (in thousands) Shares Amount Shares Amount Capital Deficit Deficit Balance at December 31, 2018 126,046 $ 737,009 225,201 $ 451 $ — $ (1,162,878) $ (1,162,427)

Stock options exercised — — 340 1 263 — 264 Stock-based compensation — — — — 887 — 887 Net income — — — — — 11,552 11,552

Balance at March 31, 2019 126,046 $ 737,009 225,541 $ 452 $ 1,150 $ (1,151,326) $ (1,149,724)Stock options exercised — — 1,377 3 1,620 — 1,623 Restricted stock issuance 1,879 3 (3) — — Stock-based compensation — — — — 1,057 — 1,057 Net income — — — — — 19,650 19,650

Balance at June 30, 2019 126,046 $ 737,009 228,797 $ 458 $ 3,824 $ (1,131,676) $ (1,127,394)Stock options exercised — — 379 1 728 — 729 Common stock issuance — — 273 1 1,622 — 1,623 Stock-based compensation — — — — 1,072 — 1,072 Net income — — — — — 19,619 19,619

Balance at September 30, 2019 126,046 $ 737,009 229,449 460 $ 7,246 $ (1,112,057) $ (1,104,351)


4


Condensed Consolidated Statements of Cash Flows(Unaudited)

Nine Months Ended

September 30, (in thousands) 2020 2019 Cash flows from operating activities Net income $ 4,651 $ 50,821 Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization 14,026 9,355 Amortization of debt issuance costs 2,430 2,545 Non-cash operating lease expense 3,431 1,497 Stock-based compensation 111,204 2,692 Change in fair value of contingent consideration 901 — Deferred income taxes 2,292 26 Changes in operating assets and liabilities, net of effect of business acquisitions

Accounts receivable (10,928) (8,013)Prepaid expenses and other assets (31,832) (181)Accounts payable 3,411 1,461 Accrued expenses and other current liabilities 13,763 7,956 Operating lease liabilities 1,641 (1,454)Other liabilities 1,501 66

Net cash provided by operating activities 116,491 66,771 Cash flows from investing activities Purchase of property and equipment (15,681) (992)Acquisitions, net of cash acquired (55,793) (31,306)Capitalized software (10,333) (2,987)

Net cash used in investing activities (81,807) (35,285)Cash flows from financing activities Proceeds from issuance of common stock in initial public offering, net of underwriting discounts and commissions 891,793 — Proceeds from private placement 100,000 — Proceeds from long-term debt 28,000 — Payments on long-term debt (5,272) (10,088)Payment of debt issuance costs (1,306) — Issuance of common stock — 1,623 Payments of initial public offering issuance costs (1,840) — Proceeds from exercise of stock options 5,148 2,065 Proceeds from early exercise of stock options 667 —

Net cash provided by (used in) financing activities 1,017,190 (6,400)Net change in cash, cash equivalents and restricted cash 1,051,874 25,086

Cash, cash equivalents and restricted cash Beginning of period 26,050 34,600 End of period $ 1,077,924 $ 59,686 Non cash investing and financing activities Offering costs included in accounts payable and accrued expenses and other current liabilities $ 3,097 $ — Right-of-use assets obtained in exchange for new operating lease liabilities 234 3,444 Stock-based compensation included in capitalized software development costs 1,562 324 Capitalized software development costs in accrued expenses and other current liabilities 1,175 417 Employee tax withholding obligations on stock option exercises included in accrued expenses and other current liabilities 2,439 — Conversion of preferred stock to common stock in connection with initial public offering 737,009 —

The following table presents a reconciliation of cash, cash equivalents and restricted cash in our Condensed Consolidated Balance Sheets to the total of thesame such amounts shown above (in thousands): September 30,

2020 2019 Cash and cash equivalents $ 1,075,024 $ 59,686 Restricted cash 2,900 — Total cash, cash equivalents and restricted cash $ 1,077,924 $ 59,686


5


Notes to Condensed Consolidated Financial Statements(Unaudited)

1. Description of Business

GoodRx Holdings, Inc. (the “Company”) and its subsidiaries offer information and tools to help consumers compare prices and save ontheir prescription drug purchases. The Company operates a price comparison platform that provides consumers with curated, geographicallyrelevant prescription pricing, and provides access to negotiated prices through GoodRx codes that can be used to save money onprescriptions across the United States (the “prescription offering”). The services are free to consumers and the Company primarily earnsrevenue from its core business from Pharmacy Benefit Managers (“PBMs”) that manage formularies and prescription transactions includingestablishing pricing between consumers and pharmacies. The Company also offers other healthcare products and services, includingtelehealth services.

The Company was incorporated in September 2015. On October 7, 2015, the Company acquired 100% of the outstanding shares ofGoodRx, Inc. (“GoodRx”). GoodRx was initially formed in September 2011 as GoodRx, Inc., a Delaware corporation.

Initial Public Offering

The Company’s registration statement on Form S-1 (“IPO Registration Statement”) related to its initial public offering (“IPO”) wasdeclared effective on September 22, 2020, and the Company’s Class A common stock began trading on the Nasdaq Global Select Market onSeptember 23, 2020. On September 25, 2020, the Company completed its IPO of 39,807,691 shares of the Company Class A commonstock, $0.0001 par value per share (the “Class A Common Stock”) at an offering price of $33.00 per share, pursuant to the Company’s IPORegistration Statement. The Company sold 28,615,034 shares, including 5,192,307 shares that were sold pursuant to the full exercise of theunderwriters’ option to purchase additional shares, and certain existing stockholders sold an aggregate of 11,192,657 shares. The Companyreceived aggregate net proceeds of $886.9 million after deducting underwriting discounts and commissions of $52.5 million and other offeringexpenses of $4.9 million, $3.1 million of which was unpaid at September 30, 2020.

Immediately prior to the completion of the IPO, 126,045,531 outstanding shares of redeemable convertible preferred stock with acarrying value of $737.0 million converted into an equivalent number of shares of common stock. Immediately prior to the completion of theIPO, the Company filed an Amended and Restated Certificate of Incorporation, which authorized a total of 2,000,000,000 shares of Class ACommon Stock, 1,000,000,000 shares of Class B Common Stock, $0.0001 par value per share and 50,000,000 shares of Preferred Stock,par value $0.0001 per share (the “Preferred Stock”). Upon the filing of the Amended and Restated Certificate of Incorporation, 357,265,256shares of the Company’s common stock then outstanding were automatically reclassified into an equivalent number of shares of theCompany’s Class B Common Stock. Immediately after the reclassification and prior to the completion of the IPO, a total of 10,098,121shares of Class B Common Stock held by certain existing shareholders were exchanged for an equivalent number of shares of Class ACommon Stock pursuant to terms of certain exchange agreements. As a result, following the completion of the IPO, the Company has twoclasses of authorized and outstanding common stock: Class A Common Stock and Class B Common Stock.

The rights of the holders of the Class A and Class B Common Stock are identical except for voting and conversion rights. The holdersof the Class A Common Stock are entitled to one vote per share and the holders of the Class B Common Stock are entitled to 10 votes pershare. Each share of Class B Common Stock is convertible into one share of Class A Common Stock at any time at the option of the holderand will automatically convert to Class A Common Stock upon any transfer, except for certain permitted transfers. All Class B Common Stockwill convert automatically into an equivalent number of Class A Common Stock upon the earlier of (i) September 25, 2027; and (ii) the firstdate the aggregate number of shares of Class B Common Stock cease to represent at least 10% of the aggregate outstanding shares ofcommon stock.

On September 13, 2020, the Company entered into a stock purchase agreement with an existing investor to issue $100.0 million worthof shares of Class A Common Stock, with the price per share to be equal to the per share price to the public in the Company’s initial publicoffering of Class A Common Stock. Closing of the investment was subject to certain customary conditions, including the closing of the initialpublic offering of Class A common stock. Concurrent with the completion of the IPO, the Company issued 3,030,303 shares of Class ACommon Stock.

6

2.Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accountingprinciples generally accepted in the United States (“GAAP”) and applicable rules and regulations of the Securities and ExchangeCommission (“SEC”) regarding interim financial information. Certain information and disclosures normally included in consolidated financialstatements prepared in accordance with GAAP have been condensed or omitted. Accordingly, these condensed consolidated financialstatements should be read in conjunction with our audited consolidated financial statements for the year ended December 31, 2019 and therelated notes, which are included in the Company's Prospectus dated September 22, 2020 filed with the SEC pursuant to Rule 424(b) of theSecurities Act of 1933, as amended, relating to the Company's IPO Registration Statement. The December 31, 2019 condensedconsolidated balance sheet was derived from our audited consolidated financial statements as of that date. The Company’s unaudited interimcondensed consolidated financial statements include, in the opinion of management, all adjustments, consisting of normal and recurringitems, necessary for the fair statement of the condensed consolidated financial statements. There have been no significant changes inaccounting policies during the three and nine months ended September 30, 2020 from those disclosed in the annual consolidated financialstatements for the year ended December 31, 2019 and the related notes.

The operating results for the three and nine months ended September 30, 2020 are not necessarily indicative of the results expectedfor the full year ending December 31, 2020.

Principles of Consolidation

The consolidated financial statements include the financial statements of GoodRx Holdings, Inc., its wholly owned subsidiaries andvariable interest entities (“VIEs”) for which the Company is the primary beneficiary. Intercompany balances and transactions have beeneliminated in consolidation. Results of businesses acquired are included in the Company’s consolidated financial statements from theirrespective dates of acquisition.

Consolidation of VIEs

The Company evaluates whether an entity in which it has a variable interest is considered a variable interest entity (“VIE”). VIEs aregenerally entities that have either a total equity investment that is insufficient to permit the entity to finance its activities without additionalsubordinated financial support, or whose equity investors lack the characteristics of a controlling financial interest (i.e., ability to makesignificant decisions through voting rights and a right to receive the expected residual returns of the entity or an obligation to absorb theexpected losses of the entity).

Under the provisions of Accounting Standards Codification (“ASC”) 810, Consolidation, an entity consolidates a VIE if it is determinedto be the primary beneficiary of the VIE. The primary beneficiary has both (a) the power to direct the activities of the VIE that mostsignificantly impact the entity’s economic performance, and (b) the obligation to absorb losses or the right to receive benefits from the VIEthat could potentially be significant to the VIE. The Company periodically reassesses whether it is the primary beneficiary of a VIE.

On April 18, 2019, the Company acquired Sappira, Inc. d.b.a. HeyDoctor (“HeyDoctor”). HeyDoctor provides management and otherservices to Professional Service Corporations (“PSCs”), which are owned by medical professionals in accordance with certain state lawswhich restrict the corporate practice of medicine and require medical practitioners to own such entities. The Company determined that thePSCs are VIEs. The Company also determined that it is able to direct the activities of the PSCs that most significantly impact their economicperformance and it funds and absorbs all losses of these VIEs resulting in the Company being the primary beneficiary of the PSCs.Accordingly, the Company consolidates the VIEs.

Total revenue and net loss for the VIEs were $3.0 million and $(0.3) million, respectively, for the three months ended September 30,2020. Total revenue and net loss for the VIEs were $6.6 million and $(0.9) million, respectively, for the nine months ended September 30,2020. The VIEs’ total assets and liabilities were $4.8 million and $7.3 million, respectively, at September 30, 2020. The VIEs’ totalstockholders' deficit was $2.5 million at September 30, 2020. Total revenue and net loss for the VIEs were $0.4 million and $(0.4) million,respectively, for the three months ended September 30, 2019. Total revenue and net loss for the VIEs were $0.6 million and $(0.9) million,respectively, for the nine months ended September 30, 2019. The VIEs’ total assets and liabilities were $1.4 million and $2.9 million,respectively, at December 31, 2019. The VIEs’ total stockholders’ deficit was $1.5 million at December 31, 2019.

7

Segment Reporting and Geographic Information

Operating segments are defined as components of an enterprise for which separate financial information is available that is evaluatedregularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance. The Company’s chiefoperating decision maker manages the Company on the basis of one operating segment. During the three and nine months endedSeptember 30, 2020 and the three and nine months ended September 30, 2019, all of the Company’s revenue was from customers locatedin the United States. In addition, at September 30, 2020 and December 31, 2019, all of the Company’s right-of-use assets and property andequipment was in the United States.

Use of Estimates

The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates andassumptions that affect the amounts reported in the consolidated financial statements, including the accompanying notes. The Companybases its estimates on historical factors, current circumstances, and the experience and judgment of management. The Company evaluatesits estimates and assumptions on an ongoing basis. Actual results could differ from those estimates. Significant estimates reflected in thecondensed consolidated financial statements include revenue recognition, valuation of intangible assets, useful lives of long-lived assets andcapitalized software costs, recovery of long-lived assets and goodwill, assumptions used for purpose of determining stock-basedcompensation, and income tax reserves, among others.

Certain Risks and Concentrations

Financial instruments that potentially subject the Company to significant concentrations of credit risk consist principally of cash, cashequivalents and accounts receivable. The Company maintains cash deposits with several financial institutions in the United States which, attimes, may exceed federally insured limits. Cash may be withdrawn or redeemed on demand. The Company believes that the financialinstitutions that hold its cash are financially sound and, accordingly, minimal credit risk exists with respect to these balances. The Companyhas not experienced any losses in such accounts.

The Company extends credit to its customers based on an evaluation of their ability to pay amounts due under contractualarrangements and generally does not obtain or require collateral.

For the three months ended September 30, 2020, four customers accounted for approximately 16%, 13%, 12% and 10% of theCompany’s revenue. For the nine months ended September 30, 2020, three customers accounted for approximately 17%, 16% and 11% ofthe Company’s revenue. For the three months ended September 30, 2019, two customers accounted for approximately 25% and 24% of theCompany’s revenue. For the nine months ended September 30, 2019, two customers accounted for 25% and 23% of the Company’srevenue. At September 30, 2020, two customers accounted for 12% and 11% of the Company’s accounts receivable balance. At December31, 2019, two customers accounted for 17% and 16% of the Company’s accounts receivable.

In March 2020, the World Health Organization declared the outbreak of the novel coronavirus disease (“COVID–19”) a pandemic.COVID-19 has spread to almost every country in the world and all 50 states within the United States. The Company’s prescription offeringinitially experienced a decline in activity as many consumers avoided visiting healthcare professionals and pharmacies in-person, though inrecent months activity in the Company’s prescription offering improved. In addition, the Company has experienced a significant increase indemand for the telehealth offerings. The Company only commenced its telehealth offerings following the acquisition of HeyDoctor in April2019. The full extent to which the outbreak of COVID-19 will impact the Company’s business, results of operations and financial condition isstill unknown and will depend on future developments, which are highly uncertain and cannot be predicted, including, but not limited to, theduration and spread of the outbreak, its severity, the actions to contain the virus or treat its impact, and how quickly and to what extentnormal economic and operating conditions can resume.

In light of the currently unknown ultimate duration and severity of COVID-19, the Company faces a greater degree of uncertainty thannormal in making the judgments and estimates needed to apply significant accounting policies. The Company assessed certain accountingmatters that generally require consideration of forecasted financial information in context with the information reasonably available to theCompany and the unknown future impacts COVID-19 as of September 30, 2020 and through the date of this report. The accounting mattersassessed included, but were not limited to, the Company’s allowance for doubtful accounts, the carrying value of the goodwill and other long-lived assets, incentive-based compensation and income taxes.

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As of the date of these condensed consolidated financial statements, management is not aware of any specific event or circumstancethat would require an update to estimates or judgments or a revision to the carrying value of assets or liabilities. However, these estimatesand judgments may change as new events occur and additional information is obtained, which may result in changes being recognized in ourconsolidated financial statements in future periods.

Cash, Cash Equivalents and Restricted Cash

The Company considers all short-term, highly liquid investments purchased with an original maturity of three months or less at the dateof purchase to be cash equivalents. Cash deposits are all in financial institutions in the United States. Cash and cash equivalents consistedprimarily of U.S. Treasury Securities money market funds held with an investment bank and cash on deposit.

Cash equivalents, consisting of money market funds, of $1,013.5 million and zero at September 30, 2020 and December 31, 2019,respectively, were classified as Level 1 of the fair value hierarchy and valued using quoted market prices in active markets. The Companyhad no other material financial instruments that were measured at fair value as of September 30, 2020 and December 31, 2019.

Restricted cash as of September 30, 2020 represents cash held in an escrow pursuant to terms of the Scriptcycle businesscombination relating to contingent consideration.

Income Taxes

The Company calculates income tax expense in interim periods by applying an estimated annual effective tax rate to income (loss)before income taxes and by calculating the tax effect of discrete items recognized during the period.

Revenue

For the three and nine months ended September 30, 2020 and 2019, revenue comprises the following:

Three Months Ended


September 30, (in thousands) 2020 2019 2020 2019 Prescription transactions revenue $ 124,385 $ 95,795 $ 356,950 $ 260,114 Other revenue 16,068 5,950 40,206 14,854 Total revenue $ 140,453 $ 101,745 $ 397,156 $ 274,968

Stock-Based Compensation

Compensation cost is allocated to cost of revenue, product development and technology, sales and marketing, and general andadministrative expense in the condensed consolidated statements of operations for stock options and restricted stock awards, based on thefair value of these awards at the date of grant. For awards that vest based on continued service, stock-based compensation cost isrecognized on a straight-line basis over the requisite service period, which is generally the vesting period of the awards. For awards withperformance vesting conditions, stock-based compensation cost is recognized on a graded vesting basis over the requisite service periodwhen it is probable the performance condition will be achieved. The grant date fair value of stock options that contain service or performanceconditions is estimated using the Black-Scholes option-pricing model and the grant date fair value of restricted stock awards that containservice or performance conditions is estimated based on the fair value of the Company’s common stock. For awards with market vestingconditions, the fair value is estimated using a Monte Carlo simulation model that incorporates the likelihood of achieving the market condition.Stock-based compensation cost for awards that contain market vesting conditions is recognized on a graded vesting basis over the requisiteservice period, even if the market condition is not satisfied. For awards that contain service, performance and market vesting conditions, theCompany commences recognition of stock-based compensation cost once it is probable that the performance condition will be achieved. Ifthe performance condition is an initial public offering or a change in control event, the performance condition is not probable of beingachieved for accounting purposes until the event occurs. Once it is probable that the performance condition will be achieved, the Companyrecognizes stock-based compensation cost over the remaining requisite service period under a graded vesting model, with a cumulativeadjustment for the portion of the service period that occurred for the period prior to the performance condition becoming probable of beingachieved. Thereafter, expense is recognized even if the market condition was not or is not achieved, provided the employee continues tosatisfy the service condition. Forfeitures are recognized when they occur.

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Comprehensive Income

During the three and nine months ended September 30, 2020 and the three and nine months ended September 30, 2019, other thannet income (loss), the Company did not have any other elements of comprehensive income (loss).

Recent Accounting Pronouncements

As an “emerging growth company”, the Jumpstart Our Business Startups Act, or the JOBS Act, allows the Company to delay adoptionof new or revised accounting pronouncements applicable to public companies until such pronouncements are made applicable to privatecompanies. The Company has elected to use the adoption dates applicable to private companies. As a result, the Company’s financialstatements may not be comparable to the financial statements of issuers who are required to comply with the effective date for new orrevised accounting standards that are applicable to public companies.

Recently adopted accounting pronouncements

In August 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2018-13, Fair ValueMeasurement (Topic 820): Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement. This ASUeliminates, modifies and adds disclosure requirements for fair value measurements. The Company adopted this guidance on January 1,2020, and the adoption did not have any impact to the consolidated financial statements.

Recently issued accounting pronouncements - not yet adopted

In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses onFinancial Instruments, to require the measurement of all expected credit losses for financial assets held at the reporting date based onhistorical experience, current conditions, and reasonable and supportable forecasts. The ASU also amends the accounting for credit losseson available-for-sale debt securities and purchased financial assets with credit deterioration. In February 2020, the FASB issued ASU 2020-02, Financial Instruments - Credit Losses (Topic 326) and Leases (Topic 842) - Amendments to SEC Paragraphs Pursuant to SEC StaffAccounting Bulletin No. 119 and Update to SEC Section on Effective Date Related to Accounting Standards Update No. 2016-02, Leases(Topic 842) (SEC Update), which amends the language in Subtopic 326-20 and addresses questions primarily regarding documentation andcompany policies. The guidance in ASU 2016-13 and ASU 2020-02 related to credit losses is effective for fiscal years beginning afterDecember 15, 2022, including interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating theimpact of the new guidance on its consolidated financial statements.

In August 2018, the FASB issued ASU 2018-15, Customer’s Accounting for Implementation Costs Incurred in a Cloud ComputingArrangement that is a Service Contract. ASU 2018-15 requires implementation costs incurred by customers in cloud computingarrangements to be deferred over the noncancelable term of the cloud-computing arrangements plus any optional renewal periods (1) thatare reasonably certain to be exercised by the customer or (2) for which exercise of the renewal option is controlled by the cloud serviceprovider. This guidance is effective for fiscal years beginning after December 15, 2020, and interim periods within annual periods beginningafter December 15, 2021. Early adoption is permitted. This guidance can be adopted either using the prospective or retrospective transitionapproach. The Company is currently evaluating the impacts of this ASU on its consolidated financial statements.

In October 2018, the FASB issued ASU 2018-17, Consolidation (Topic 810): Targeted Improvements to the Related Party Guidance forVariable Interest Entities. ASU 2018-17 changes how entities evaluate decision-making fees under the variable interest entity guidance. Todetermine whether decision-making fees represent a variable interest, an entity considers indirect interests held through related parties undercommon control on a proportional basis, rather than in their entirety. This guidance is effective for fiscal years, beginning after December 15,2020 and interim periods within fiscal years beginning after December 15, 2021, with early adoption permitted. All entities are required toapply the amendments in this ASU retrospectively with a cumulative-effect adjustment to retained earnings at the beginning of the earliestperiod presented. The Company is currently evaluating the impact of the adoption of this ASU on its consolidated financial statements.

In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. Theobjective of the guidance is to simplify the accounting for income taxes by removing certain exceptions to the general principles in Topic 740and to provide more consistent application to improve the comparability of financial statements. The guidance is effective for fiscal yearsbeginning after December 15, 2021, and interim periods within fiscal

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years beginning after December 15, 2022. The Company is currently evaluating the impact of this ASU on its consolidated financialstatements.

In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference RateReform on Financial Reporting. The ASU provides optional guidance for a limited period of time to ease the potential burden in accounting foror recognizing the effects of reference rate reform on financial reporting. The ASU applies only to contracts, hedging relationships and othertransactions that reference LIBOR or another reference rate expected to be discontinued because of the reference rate reform. Theamendments in this ASU were effective upon issuance and may be applied through December 31, 2022. The Company is currentlyevaluating the impact of the adoption of this ASU on its consolidated financial statements.

3. Business Combinations

Scriptcycle, LLC

On August 31, 2020, the Company acquired all of the equity interests of Scriptcycle, LLC, (“Scriptcycle”). Scriptcycle specializes inmanaging prescription programs and primarily partners with regional retail pharmacy chains to provide discount offerings. The purpose of theacquisition is to help expand the Company’s business capabilities, particularly with respect to its prescription offering. The aggregatepurchase consideration is $58.3 million, including the estimated fair value of contingent consideration of $0.8 million. The purchaseconsideration is subject to working capital and other closing adjustments. The maximum amount of contingent consideration payable is $2.9million subject to the achievement of certain revenue thresholds through January 2021. As of September 30, 2020, the Company estimatedthe fair value of the contingent consideration was $1.7 million. The change in the fair value of the contingent consideration from theacquisition date through September 30, 2020 was recorded in general and administrative expenses. The fair value of the contingentconsideration is measured using Level 3 inputs in the fair value hierarchy. The Company estimated the fair value of the acquisition relatedcontingent consideration using a Monte-Carlo simulation model. The Company applied a discount rate of 5.4% at the acquisition date and5.3% at September 30, 2020, which captures the risk associated with the contingent consideration. The significant unobservable input usedin the fair value measurement of the contingent consideration is forecasted revenue as defined in the purchase agreement. Significantchanges in forecasted revenue would result in a significantly higher or lower fair value measurement.

Goodwill associated with this acquisition totaled $24.9 million and is primarily related to the expected long-term synergies and otherbenefits, including the acquired assembled workforce. The acquisition was considered an acquisition of assets for tax purposes and,accordingly, goodwill is expected to be deductible for tax purposes. Identifiable intangible assets related to this acquisition totaled $28.3million, of which $25.3 million was attributable to a customer related intangible asset, with an estimated useful life of 11 years and $3.0million was attributable to developed technology and a tradename with useful lives ranging from 1 to 9 years. In addition, the Companyacquired current assets of $5.9 million and assumed liabilities of $1.1 million.

Unaudited supplemental pro forma financial information for the Scriptcycle acquisition, and the revenue and earnings of Scriptcyclefrom the acquisition date through September 30, 2020, have not been presented because the effects were not material to the Company’sconsolidated financial statements.

Sappira Inc. (d.b.a HeyDoctor)

On April 18, 2019, the Company completed its acquisition of 100% of the equity interests in San Francisco, California-based SappiraInc. (d.b.a HeyDoctor), a privately-held company offering an online application for consultation with physicians. HeyDoctor can be used bypatients to obtain prescriptions for various medical afflictions. The Company intends to use HeyDoctor’s technology and service offerings toincrease the visits to the GoodRx online platform. The total purchase consideration for the acquisition of HeyDoctor was $14.3 million incash, of which $1.4 million was placed in escrow for potential breaches of representations and warranties. The escrow amount, net of anyclaims for such indemnifiable matters, was released from escrow to stockholders of HeyDoctor in October 2020.

The goodwill recorded in connection with this acquisition primarily related to the expected long-term synergies and other benefits,including the acquired assembled workforce, from the acquisition. The acquisition was considered a stock acquisition for tax purposes and,accordingly, goodwill is not expected to be deductible for tax purposes. Identifiable intangible assets related to this acquisition totaled $4.2million, of which $3.1 million was attributable to developed technology, with an estimated useful life of 4 years and $1.1 million wasattributable to trademarks and backlog with useful

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lives ranging from 1 to 7 years. In addition, the Company acquired current assets of $2.1 million and assumed current liabilities of $0.5million.

Unaudited supplemental pro forma financial information for the HeyDoctor acquisition, and the revenue and earnings of HeyDoctorfrom the acquisition date through September 30, 2020, have not been presented because the effects were not material to the Company’sconsolidated financial statements.

FocusScript LLC

On August 30, 2019, the Company completed the acquisition of certain software assets and the assembled workforce of Creve Coeur,Missouri-based FocusScript LLC (“FocusScript Acquisition”). The Company intends to use the acquired claim routing software to service itscustomers. The total purchase consideration consisted of $18.7 million in cash.

The goodwill recorded in connection with this acquisition primarily related to the expected long-term synergies and other benefits,including the acquired assembled workforce, from the acquisition. Goodwill is deductible for tax purposes. Identifiable intangible assetsrelated to this acquisition totaled $12.2 million, which was attributable to developed technology with an estimated useful life of 4 years.

Disclosure of unaudited supplemental pro forma financial information for the FocusScript Acquisition is not practicable given theCompany purchased certain assets and assembled workforce for which historical information was not available. In addition, disclosure ofrevenues and earnings of FocusScript from the acquisition date through September 30, 2020 is not practicable as the FocusScriptAcquisition has been integrated into the Company’s operations.

4. Prepaid expenses and other current assets

Prepaid expenses and other current assets consisted of the following:

(in thousands) September 30,

2020 December 31,

2019 Income taxes receivable $ 28,759 $ — Prepaid expenses $ 8,169 $ 5,014 Lease incentive receivable 2,702 7,389

Total prepaid expenses and other current assets $ 39,630 $ 12,403

5. Accrued expenses and other current liabilities

Accrued expenses and other current liabilities consisted of the following:


2020 December 31,

2019 Accrued bonus and payroll $ 12,908 $ 3,037 Accrued marketing 11,372 5,820 Deferred revenue 6,911 3,453 Income taxes payable — 1,349 Other accrued expenses 4,902 1,897

Total accrued expenses and other current liabilities $ 36,093 $ 15,556

Of the $3.5 million deferred revenue balance included in the balance sheet at December 31, 2019, $3.3 million was recognized as

revenue during the nine months ended September 30, 2020. The Company expects substantially all of the deferred revenue atSeptember 30, 2020 will be recognized as revenue within the next twelve months.

6. Income Taxes

The effective income tax rate for the three and nine months ended September 30, 2020 was 26.3% and (112.8)%, respectively, and forthe three and nine months ended September 30, 2019 was 22.6% and 21.9%, respectively. The change in the Company’s effective incometax rate for the three and nine months ended September 30, 2020 compared to three and nine months ended September 30, 2019 wasprimarily due to tax effects of nondeductible officers’ stock-based compensation expense partially offset by excess tax benefits related to theexercise of stock options. The Company’s

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effective income tax rate differs from the U.S. Federal statutory rate of 21% primarily due to effects of non-deductible officers’ stock-basedcompensation expense, and state income taxes partially offset by benefits from research and development tax credits and excess taxbenefits from stock-based compensation expense.

On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) was signed into law, featuringsignificant tax provisions and other measures to assist individuals and businesses impacted by the economic effects of the COVID-19pandemic. The CARES Act increased the Section 163(j) interest expense deduction limitation from 30% to 50% of adjusted taxable income,provided for the payment deferral of certain Social Security taxes, made a technical correction allowing Qualified Improvement Property to betreated as 15-year property, and included numerous other provisions. The CARES Act increased the Company’s interest expense deductionapplicable to the 2019 tax year resulting in a reduction of deferred tax assets and a corresponding reduction in income taxes payable of zeroand approximately $2.3 million during the three and nine months ended September 30, 2020, respectively.

There were no significant changes to the Company’s unrecognized tax benefits during the nine months ended September 30, 2020,and the Company does not expect to have any significant changes to unrecognized tax benefits through the end of 2020.

In 2020, the ownership of the HeyDoctor PSCs were transferred to different medical professionals. The Company's deferred incometaxes reflects carryover tax attributes generated by the VIEs available for future utilization. Section 382 of the Internal Revenue Code (“IRC”)limits the utilization of U.S. net operating loss carryforwards (“NOLs”) following a change of control. As the 2020 change in ownership in thePSCs constitutes a change of control, U.S. NOLs from the PSCs will be subject to an annual limitation under IRC Section 382. Any limitationwould not be material to the financial statements as a full valuation allowance has been established against the NOLs from the PSCs due touncertainty regarding their future realization.

7. Debt

The Company's debt balances at September 30, 2020 and December 31, 2019 were as follows:


2020 December 31,

2019 Principal balance under First Lien Credit Agreement $ 682,883 $ 688,155 Less unamortized debt issuance costs and discounts (14,963) (17,233) $ 667,920 $ 670,922 Principal balance under Revolving Credit Facility 28,000 — $ 695,920 $ 670,922

In March 2020, the Company borrowed an aggregate of $28.0 million under its line of credit, which is still outstanding as of September

30, 2020.

In May 2020, GoodRx, Inc., the Company’s wholly owned subsidiary, as borrower, and GoodRx Intermediate Holdings, LLC, enteredinto an amendment of its first lien credit agreement (the “First Lien Credit Agreement”) to increase the amount of the line of credit by $60.0million to a total of $100.0 million. The line of credit matures on October 11, 2024 and bears interest at a rate equal to the LIBO Screen Rate(as defined in the First Lien Credit Agreement) plus a variable margin based on the Company’s most recently determined Net Leverage Ratio(as defined in the First Lien Credit Agreement), ranging from 2.50 to 3.00% on used amounts and 0.25 to 0.50% on unused amounts. TheCompany incurred lender and third-party costs of $1.3 million related to the amendment which are recorded in other assets.

Regulatory authorities that oversee financial markets have announced that after the end of 2021, they would no longer compel bankscurrently reporting information used to set the LIBO Screen Rate to continue to make rate submissions. As a result, it is possible thatbeginning in 2022, the LIBO Screen Rate will no longer be available as a reference rate. Under the terms of the Company's First Lien CreditAgreement, in the event of the discontinuance of the LIBO Screen Rate, a mutually agreed-upon alternate benchmark rate will be establishedto replace the LIBO Screen Rate. The Company and lenders under its First Lien Credit Agreement shall in good faith establish an alternatebenchmark rate which places the lenders and the Company in the same economic position that existed immediately prior to thediscontinuation of the LIBO Screen Rate. The Company does not anticipate that the discontinuance of the LIBO Screen Rate will materiallyimpact its liquidity or financial position.

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8. Commitments and Contingencies

Contingent Consideration

The Company is subject to a contingent consideration agreement entered into in connection with its acquisition of Scriptcycle. If theacquired business meets predetermined targets, the Company is obligated to make additional cash payments in accordance with the termsof such contingent consideration agreement, see "Note 3. Business Combinations – Scriptcycle, LLC".

Legal Contingencies

During the normal course of business, the Company may become subject to, and is presently involved in, legal proceedings, claimsand litigation. Such matters are subject to many uncertainties and outcomes are not predictable with assurance. Accruals for losscontingencies are recorded when a loss is probable, and the amount of such loss can be reasonably estimated.

As of September 30, 2020, the Company is not subject to any currently pending legal matters or claims that could have a materialadverse effect on its financial position, results of operations, or cash flows should such litigation be resolved unfavorably.

9. Stock-Based Compensation

Stock Options

A summary of the stock option activity for the nine months ended September 30, 2020 is as follows, in thousands, except per shareamounts and term information:

Weighted Weighted Average Weighted Average Remaining Aggregate Average Exercise Contractual Intrinsic Grant Date Shares Price Term Value Fair Value Outstanding at December 31, 2019 16,850 3.82 8.2 years $ 35,043 Granted 5,597 6.20 $ 2.95 Exercised (467) 2.91 1,429 Expired / Cancelled / Forfeited (585) 4.15 Outstanding at March 31, 2020 21,395 4.46 8.5 years 51,026 Granted 3,541 6.84 $ 3.17 Exercised (222) 2.39 926 Expired / Cancelled / Forfeited (673) 5.13 Outstanding at June 30, 2020 24,041 4.81 8.4 years 47,750 Granted 881 33.00 $ 16.60 Exercised (1,233) 3.48 22,960 Expired / Cancelled / Forfeited (125) 5.21 Outstanding at September 30, 2020 23,564 5.93 8.4 years 1,169,173 Exercisable at September 30, 2020 9,544 3.28 7.3 years 499,342

All options outstanding at September 30, 2020 are options to purchase shares of Class A Common Stock. The fair value of option

awards issued with service and performance vesting conditions are estimated on the grant date using the Black-Scholes option pricingmodel. The following table summarizes the assumptions used:

Three Months Ended


September 30, 2020 2019 2020 2019

Risk-free interest rate 0.4% 1.4% - 1.6% 0.4% - 1.4% 1.4% - 2.4% Expected term 5.8 - 6.0 years 5.6 - 6.3 years 5.3 - 6.3 years 5.6 - 6.3 years Expected stock price volatility 55% 50% 50% - 62% 50% Dividend yield — — — — Fair value of common stock per share $33.00 $3.88 - $4.69 $5.94 - $33.00 $2.75 - $4.69

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For the three and nine months ended September 30, 2020, the stock-based compensation expense related to stock options was $6.8

million and $10.2 million, respectively. For the three and nine months ended September 30, 2019, the stock-based compensation expenserelated to stock options was $0.7 million and $2.1 million, respectively. At September 30, 2020, there was $40.2 million of total unrecognizedstock-based compensation cost related to stock options, excluding stock options which contain performance and market conditions describedbelow, which is expected to be recognized over a weighted-average remaining service period of 3.3 years.

In June 2020, the Company granted stock options to purchase 0.6 million shares of common stock at an exercise price of $6.84 pershare that vest upon continued service and the achievement of both performance and market conditions. For stock options to purchase 0.4million shares of common stock, the service condition is satisfied monthly over a 4-year period and for stock options to purchase 0.2 millionshares of common stock the service condition is satisfied on January 1, 2022. The performance condition was satisfied upon the closing ofthe Company’s IPO. The market condition is satisfied upon the Company’s common stock achieving a per share price threshold in the IPO,an average trading price of the Company’s stock for a period subsequent to the IPO, or a per share price in a change in control transaction.For stock options to purchase 0.2 million, 0.2 million and 0.2 million shares of common stock, the per share price thresholds for these marketconditions are $17.82, $23.76 and $29.70, respectively, subject to adjustment for stock splits and other similar transactions. The Companyestimated the grant date fair value of these awards to be $1.4 million using a Monte Carlo simulation model. The Company recognized $0.3million of stock-based compensation expense in the three months ended September 30, 2020 related to these options.

In June 2020, the Company modified the terms of an option to purchase 0.4 million shares of common stock. The original award thatwould otherwise have been cancelled upon the employee’s departure from the Company was modified to permit the former employee to onlyexercise the award within 30 days after the completion of a performance condition, which are the Company completing its IPO or a change incontrol of the Company or a declaration of dividend payment, as defined. The fair value of this option of $2.4 million on the modification datewas recognized as stock-based compensation expense on the effective date of the Company’s IPO.

Restricted Stock and Restricted Stock Units (“Restricted Stock”)

The following table summarizes Restricted Stock activity for the three and nine months ended September 30, 2020:

Restricted

RestrictedStock Unitsfor Class A

RestrictedStock Unitsfor Class B

WeightedAverage

Stock Common Common Grant Date (in thousands, except per share amounts) Awards Stock Stock Fair Value Nonvested restricted shares at December 31, 2019 1,879 — — $ 3.88 Granted — — — — Vested — — — — Nonvested restricted shares at March 31, 2020 1,879 — — 3.88 Granted — — — — Vested (470) — — 3.88 Nonvested restricted shares at June 30, 2020 1,409 — — 3.88 Granted — 948 24,633 22.07 Vested — (1) — 33.00 Nonvested restricted shares at September 30, 2020 1,409 947 24,633 21.12

For the three and nine months ended September 30, 2020, total stock-based compensation expense related to Restricted Stockawards was $0.5 million and $1.4 million, respectively. For the three and nine months ended September 30, 2019, the stock-basedcompensation expense related to Restricted Stock awards was $0.3 million and $0.6 million, respectively. At September 30, 2020, there was$4.6 million of total unrecognized stock-based compensation cost related to these Restricted Stock awards which was expected to berecognized over the remaining service period of 2.6 years.

In September 2020, the Company granted Restricted Stock Units (“RSUs”) for Class A Common Stock that will substantially vest overa four-year period. For the three and nine months ended September 30, 2020, total stock-based compensation expense related to theseRSUs was $1.6 million. At September 30, 2020, there was $29.7 million of total unrecognized stock-based compensation cost related tothese RSUs which was expected to be recognized over the remaining service period of 3.9 years.

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On September 11, 2020, the Board of Directors granted RSUs covering an aggregate of 24,633,066 shares of common stock to theCompany’s Co-Chief Executive Officers, subject to the completion of an initial public offering. Each of the Co-Chief Executive Officersreceived (i) 8,211,022 RSUs that vest based on the achievement of stock price goals ranging from $6.07 per share to $51.28 per share,subject to continued employment through the applicable vesting date (the “Performance-Vesting Founders Awards”) and (ii) 4,105,511 RSUsthat vest in equal quarterly installments over four years, subject to continued employment through the applicable vesting date (the “Time-Vesting Founders Awards”). Any Performance-Vesting Founders Awards that vest will be settled in shares of common stock on the thirdanniversary of the applicable vesting date or, if earlier, upon a qualifying change in control event. The Performance-Vesting Founders Awardsand Time-Vesting Founders Awards are subject to certain vesting acceleration terms. The estimated fair value of these awards of $533.3million is expected to be recognized over a weighted average period of 1.2 years, though could be earlier if the stock price goals areachieved earlier than estimated. During the three months ended September 30, 2020, the Company has recognized a cumulative $98.1million of stock-based compensation expense, with $10.4 million relating to the Time-Vesting Founders Awards and $87.7 million to thePerformance-Vesting Founders Awards. At September 30, 2020, there was $435.2 million of total unrecognized stock-based compensationcost related to these RSUs. Due to the earlier than expected achievement of stock price goals, a portion of this unrecognized stock-basedcompensation cost was recognized as expense during the fourth quarter of 2020. See “Note 11. Subsequent Events”.

10. Basic and diluted earnings per share

The Company has two classes of common stock, Class A and Class B. Basic and diluted earnings per share (“EPS”) attributable tocommon stockholders for Class A and Class B common stock were the same because they are entitled to the same liquidation and dividendrights.

The Company computes EPS using the two-class method required for participating securities. The two-class method requires netincome to be allocated between common stock and participating securities based upon their respective rights to receive dividends as if allincome for the period had been distributed. In periods where the Company has net losses, losses are not allocated to participating securitiesas they are not required to fund the losses. The Company considers redeemable convertible preferred stock to be participating securities aspreferred stockholders have rights to participate in dividends with the common stockholders.

Basic EPS is computed by dividing net income attributable to common stockholders by the weighted average number of commonshares outstanding during the period. Weighted average number of common shares outstanding includes contingently issuable shares wherethere is no circumstance under which those shares would not be issued. The Co-Chief Executives’ Performance-Vesting Founders Awardsonce vested are settled in shares of common stock on the third anniversary of the applicable vesting date or, if earlier, upon a qualifyingchange in control event. At the time of vesting, these shares are contingently issuable and included in the weighted average number ofcommon shares outstanding for basic EPS.

The Company computes diluted EPS under a two-class method where income is reallocated between common stock, potentialcommon stock and participating securities. Stock-based awards that contain vesting provisions contingent on achievement of performance ormarket conditions are included in the computation of diluted earnings per share, if dilutive, from the beginning of the period or date ofissuance if later, if all necessary conditions to vest have been satisfied during the period. If all conditions have not been met by the end of theperiod, dilutive EPS includes the number of shares that would be issuable if the end of the period were the end of the contingency period.Potential common stock includes stock options, restricted stock awards, and RSUs computed using the treasury stock method.

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The computation of earnings (loss) per share for the three and nine months ended September 30, 2020 and 2019 is as follows:

Three Months Ended


September 30, (in thousands, except per share data) 2020 2019 2020 2019 Numerator: Net (loss) income $ (50,032) $ 19,619 $ 4,651 $ 50,821

Less: Undistributed earnings allocated to convertible preferred stock — (7,003) (1,606) (18,183)

Net (loss) income attributable to common stockholders - basic $ (50,032) $ 12,616 $ 3,045 $ 32,638

Add: Undistributed earnings reallocated to holders of common stock — 92 47 220

Net (loss) income attributable to common stockholders - diluted $ (50,032) $ 12,708 $ 3,092 $ 32,858 Denominator: Weighted average shares - basic 241,061 227,058 233,727 226,251

Dilutive impact of stock options and restricted stock awards — 4,712 10,802 4,308

Weighted average shares - diluted 241,061 231,770 244,529 230,559 (Loss) earnings per share Basic $ (0.21) $ 0.06 $ 0.01 $ 0.14 Diluted $ (0.21) $ 0.05 $ 0.01 $ 0.14

The following weighted-average potentially dilutive shares were excluded from the computation of diluted net (loss) income per share

for the periods presented because including them would have been antidilutive:

Three Months Ended


September 30, (in thousands) 2020 2019 2020 2019 Redeemable convertible preferred stock 117,825 126,046 123,285 126,046 Stock options and restricted stock awards 30,537 8,654 7,540 7,503

11. Subsequent Events

In October 2020, the Company repaid the outstanding balance under its revolving line of credit of $28.0 million.

All the stock price goals with respect to the Performance-Vesting Founders Awards, see “Note 9. Stock-based compensation”, wereachieved as of October 22, 2020. As a result, all 16,422,044 Performance-Vesting Founders Awards vested, resulting in recognition ofapproximately $232.1 million of stock-based compensation expense during the fourth quarter of 2020.

In October 2020, the Company’s Board of Directors granted RSUs of 1.3 million shares of Class A Common Stock to employees,which will substantially vest over a four-year period. The Company estimates the grant date fair value of these RSUs is approximately $60.9million, which will be recognized as stock-based compensation cost, net of forfeitures that occur, over approximately four years.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

You should read the following discussion and analysis of our financial condition and results of operations together with ourconsolidated financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q, as well as our auditedconsolidated financial statements and related notes as disclosed in our prospectus, dated September 22, 2020, filed with the Securities andExchange Commission (“SEC”) in accordance with Rule 424(b) of the Securities Act on September 24, 2020 (the “Prospectus”) in connectionwith our initial public offering (“IPO”). This discussion contains forward-looking statements based upon current plans, expectations and beliefsinvolving risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as aresult of various factors, including those set forth in Part II, Item 1A, “Risk Factors” and other factors set forth in other parts of this QuarterlyReport on Form 10-Q.

Glossary of Selected Terminology

As used in this Quarterly Report on Form 10-Q, unless the context otherwise requires, references to:

• “we,” “us,” “our,” the “Company,” “GoodRx,” and similar references refer to GoodRx Holdings, Inc. and its consolidatedsubsidiaries.

• “Co-Founders” refers to Trevor Bezdek and Douglas Hirsch, our Co-Chief Executive Officers and members of our board ofdirectors.

• “consumers” refer to the general population in the United States that uses or otherwise purchases healthcare products andservices. References to “our consumers” or “GoodRx consumers” refer to consumers that have used one or more of ourofferings.

• “discounted price” refers to a price for a prescription provided on our platform that represents a negotiated rate provided by oneof our PBM partners at a retail pharmacy. Through our platform, our discounted prices are free to access for consumers by savinga GoodRx code to their mobile device for their selected prescription and presenting it at the chosen pharmacy. The term“discounted price” excludes prices we may otherwise source, such as prices from patient assistance programs for low-income individuals and Medicare prices, and any negotiated rates offered through our subscription offerings: GoodRx Gold(“Gold”), and Kroger Rx Savings Club powered by GoodRx (“Kroger Savings”).

• “Francisco Partners” refers to investment funds associated with Francisco Partners, including Francisco Partners IV, L.P. andFrancisco Partners IV-A, L.P.

• “GoodRx code” refers to codes that can be accessed by our consumers through our apps or websites or that can be provided toour consumers directly by healthcare professionals, including physicians and pharmacists, that allow our consumers free accessto our discounted prices or a lower list price for their prescriptions when such code is presented at their chosen pharmacy.

• “GMV” represents gross merchandise value, which is the aggregate price paid by our consumers who used a GoodRx codeavailable through our platform for their prescriptions during such period. GMV excludes any prices paid by consumers linked toour other offerings, including our subscription offerings.

• “Monthly Active Consumers” refers to the number of unique consumers who have used a GoodRx code to purchase aprescription medication in a given calendar month and have saved money compared to the list price of the medication. A uniqueconsumer who uses a GoodRx code more than once in a calendar month to purchase prescription medications is only counted asone Monthly Active Consumer in that month. A unique consumer who uses a GoodRx code in two or three calendar months withina quarter will be counted as a Monthly Active Consumer in each such month. Monthly Active Consumers do not includesubscribers to our subscription offerings, consumers of our pharmaceutical manufacturers solutions offering, or consumers whoused our telehealth offerings. When presented for a period longer than a month, Monthly Active Consumers is averaged over thenumber of calendar months in such period.

• “Monthly Visitors” refers to the number of individuals who visited our apps and websites in a given calendar month. Visitors toour apps and websites are counted independently. As a result, a consumer that visits or engages with our platform through bothapps and websites will be counted multiple times in calculating Monthly Visitors, while family members who use a single computerto visit our websites will be counted only once. Additionally, Monthly Active Consumers who use a GoodRx code without accessingour apps or websites (since their GoodRx

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codes were saved in their profile at the pharmacy), will not be counted as Monthly Visitors. When presented for a period longerthan a calendar month, Monthly Visitors is averaged over each calendar month in such period.

• “PBM” refers to a pharmacy benefit manager. PBMs aggregate demand to negotiate prescription medication prices withpharmacies and pharmaceutical manufacturers. PBMs find most of their demand through relationships with insurance companiesand employers. However, nearly all PBMs also have consumer direct or cash network pricing that they negotiate with pharmaciesfor consumers who choose to purchase prescriptions outside of insurance.

• “savings,” “saved” and similar references refer to the difference between the list price for a particular prescription at a particularpharmacy and the price paid by the GoodRx consumer for that prescription utilizing a GoodRx code available through our platformat that same pharmacy. In certain circumstances, we may show a list price on our platform when such list price is lower than thenegotiated price available using a GoodRx code and, in certain circumstances, a consumer may use a GoodRx code and pay thelist price at a pharmacy if such list price is lower than the negotiated price available using a GoodRx code. We do not earnrevenue from such transactions, but our savings calculation includes an estimate of the savings achieved by the consumerbecause our platform has directed the consumer to the pharmacy with the low list price. This estimate of savings when theconsumer pays the list price is based on internal data and is calculated as the difference between the average list price across allpharmacies where GoodRx consumers paid the list price and the average list price paid by consumers in the pharmacies to whichwe directed them. We do not calculate savings based on insurance prices as we do not have information about a consumer’sspecific coverage or price. We do not believe savings are representative or indicative of our revenue or results of operations.

• “Silver Lake Partners” refers to investment funds associated with Silver Lake Partners, including SLP Geology Aggregator, L.P.

• “Spectrum” refers to investment funds associated with Spectrum Equity, including Spectrum Equity VII, L.P., Spectrum VIIInvestment Managers’ Fund, L.P., Spectrum VII Co-Investment Fund, L.P.

Certain monetary amounts, percentages, and other figures included in this Quarterly Report on Form 10-Q have been subject torounding adjustments. Percentage amounts included in this Quarterly Report on Form 10-Q have not in all cases been calculated on thebasis of such rounded figures, but on the basis of such amounts prior to rounding. For this reason, percentage amounts in this QuarterlyReport on Form 10-Q may vary from those obtained by performing the same calculations using the figures in our consolidated financialstatements included elsewhere in this Quarterly Report on Form 10-Q. Certain other amounts that appear in this Quarterly Report on Form10-Q may not sum due to rounding.

Overview

Our mission is to help Americans get the healthcare they need at a price they can afford. To achieve this, we are building the leading,consumer-focused digital healthcare platform in the United States.

Healthcare consumers in the United States face an increasing number of challenges. These include a lack of affordability,transparency, and access to care. Additionally, healthcare professionals’ lack of access to current prescription pricing and out of pocketconsumer cost information exacerbate the challenges that healthcare consumers face. GoodRx was founded to solve these challenges. Westarted with a price comparison tool for prescriptions, offering consumers free access to lower prices on their medication. Today, ourexpanded platform also provides access to brand medication savings programs, affordable and convenient medical provider consultationsand lab tests via our telehealth offerings, HeyDoctor and the GoodRx Telehealth Marketplace, and other healthcare related content. Whethera consumer is insured or uninsured, young or old, or suffers from an acute or a chronic ailment, we strive to be at the consumer’s sidethroughout their healthcare journey. We believe that our offerings provide significant savings to consumers, and can help drive greatermedication adherence, faster treatment and better patient outcomes that also benefit the broader healthcare ecosystem and its stakeholders.These all contribute to a healthier, happier society.

We believe our financial results reflect the significant market demand for our offerings and the value that we provide to the broaderhealthcare ecosystem. The Gross Merchandise Value generated by our prescription offering, which is the aggregate price paid by ourconsumers who used a GoodRx code for their prescriptions, was $2.5 billion in 2019. Our revenue grew 44% in the nine months endedSeptember 30, 2020 to $397.2 million, up from $275.0 million in the nine months ended September 30, 2019. In the nine months endedSeptember 30, 2020, net income was $4.7 million, compared to net income of $50.8 million in the nine months ended September 30, 2019.Net income in the nine months ended September 30, 2020 was impacted by $98.1 million of stock-based compensation related to equityawards made to the Co-

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Chief Executive Officers in connection with the IPO. Adjusted EBITDA was $154.4 million in the nine months ended September 30, 2020, upfrom $117.8 million in the nine months ended September 30, 2019. We have been focused on capital efficiency and delivering on a cashgenerative monetization model since inception. Cash flow provided by operating activities grew 74% in the nine months ended September30, 2020 to $116.5 million, up from $66.8 million in the nine months ended September 30, 2019.

Adjusted EBITDA is a non-GAAP financial measure. For a reconciliation of Adjusted EBITDA to the most directly comparable GAAPfinancial measure, information about why we consider Adjusted EBITDA useful and a discussion of the material risks and limitations of thesemeasures, please see “Key Operating Metrics and Non-GAAP Financial Measures” below.

Impact of COVID-19

GoodRx continues to closely monitor how the spread of COVID-19 is affecting its employees, customers and business operations. Theoutbreak has resulted in authorities implementing numerous measures to try to contain the virus, such as travel bans and restrictions,quarantines, shelter-in-place orders, and business shutdowns. In particular for our business, governmental authorities have alsorecommended, and in certain cases, required, that elective or other medical appointments be suspended or cancelled to avoid non-essentialpatient exposure to medical environments and potential infection. These and other measures have not only negatively impacted consumerspending and business spending habits, they have adversely impacted and may further impact our workforce and operations and theoperations of healthcare professionals, pharmacies, consumers, Pharmacy Benefit Managers (PBMs) and others in the broader healthcareecosystem. Although certain of these measures are beginning to ease in some geographic regions, overall measures to contain the COVID-19 outbreak may remain in place for a significant period of time, and certain geographic regions are experiencing a resurgence of COVID-19infections. The duration and severity of this pandemic is unknown and the extent of the business disruption and financial impact depend onfactors beyond our knowledge and control.

Various government measures, community self-isolation practices and shelter-in-place requirements, as well as the perceived need byindividuals to continue such practices to avoid infection, have generally reduced the extent to which consumers visit healthcare professionalsin-person, seek treatment for certain conditions or ailments, and receive and fill prescriptions. Consumers may also increasingly elect toreceive prescriptions by mail order instead of at the pharmacy, which could have an adverse impact on our prescription offering. In addition,many pharmacies and healthcare providers have reduced staffing, closed locations or otherwise limited operations, and many prescribinghealthcare professionals have reduced or postponed treatment of certain patients.

The number of Monthly Active Consumers decreased and our prescription offering experienced a decline in activity in the secondquarter of 2020 as compared to the first quarter of 2020 as many consumers avoided visiting healthcare professionals and pharmacies in-person, which we believe has had a similar effect across the industry. The number of Monthly Active Consumers increased in the thirdquarter of 2020 as compared to the second quarter of 2020 as the number of physician visits increased and as consumers partially resumedtheir interaction with the healthcare system. Even though we saw improved activity in our prescription offering in the third quarter of 2020,continued improvement in future periods remains uncertain. Any decrease in the number of consumers seeking to fill prescriptions couldnegatively impact demand for and use of certain of our offerings, particularly our prescription offering, which would have an adverse effect onour business, financial condition and results of operations.

Conversely, pandemics, epidemics and outbreaks may significantly and temporarily increase demand for our telehealth offerings.COVID-19 has significantly accelerated the awareness and use of our telehealth offerings, including demand for our HeyDoctor offering andthe utilization of our GoodRx Telehealth Marketplace. While we have experienced a significant increase in demand for the telehealthofferings, there can be no assurance that the levels of interest, demand and use of our telehealth offerings will continue at current levels orwill not decrease during or after the pandemic. Any such decrease could have an adverse effect on our growth and the success of ourtelehealth offerings.

Additionally, while the potential economic impact brought by, and the duration of any pandemic, epidemic or outbreak of an infectiousdisease, including COVID-19, may be difficult to assess or predict, the widespread COVID-19 pandemic has resulted in, and may continue toresult in, significant disruption of global financial markets, reducing our ability to access capital, which could in the future negatively affect ourliquidity.

The full extent to which the outbreak of COVID-19 will impact our business, results of operations and financial condition is stillunknown and will depend on future developments, which are highly uncertain and cannot be predicted, including, but not limited to, theduration and spread of the outbreak, its severity, the actions to contain the virus or treat its impact, and

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how quickly and to what extent normal economic and operating conditions can resume. Even after the outbreak of COVID-19 has subsided,we may experience materially adverse impacts to our business as a result of its global economic impact, including any recession that hasoccurred or may occur in the future.

For additional information, see Part II, Item 1A, “Risk Factors—Risks Related to Our Business—A pandemic, epidemic or outbreak ofan infectious disease in the United States, including the outbreak of the novel strain of coronavirus disease, could impact our business.”

Initial Public Offering

On September 25, 2020, we completed our IPO by issuing 28,615,034 shares of our Class A common stock at a price to the public of$33 per share, resulting in net proceeds to us of $886.9 million, after deducting the underwriting discount of $52.5 million and offeringexpenses of $4.9 million, $3.1 million of which has yet to be paid. Additionally, certain existing stockholders sold an aggregate of 11,192,657shares.

Private Placement

On September 25, 2020, we completed the sale of 3,030,303 shares of our Class A common stock at a purchase price of $33 pershare to SLP Geology Aggregator, L.P., resulting in proceeds to us of $100.0 million. SLP Geology Aggregator, L.P. is an investment fundassociated with Silver Lake Partners.

Key Factors Affecting Our Performance

We believe that our performance and future success depend on a number of factors that present significant opportunities for us butalso pose risks and challenges. For discussion of these factors, please see “Key Factors Affecting Our Performance” in the Management’sDiscussion and Analysis section of our prospectus, dated September 22, 2020, and in Part II, Item 1A, “Risk Factors” of this Quarterly Reporton Form 10-Q for the quarter ended September 30, 2020.

Components of our Results of Operations

Revenue

Our revenue is primarily derived from prescription transactions revenue that is generated when pharmacies fill prescriptions forconsumers, and from other revenue streams such as our subscription offerings, from pharmaceutical manufacturers and affiliates, and ourtelehealth offerings. All of our revenue has been generated in the United States.

• Prescription transactions revenue: Consists primarily of revenue generated from PBMs when a prescription is filled with a GoodRxcode provided through our platform. The majority of our contracts with PBMs provide for fees that represent a percentage of thefees that the PBM charges to the pharmacy, and a minority of our contracts provide for a fixed fee per transaction. Our percentageof fee contracts often also include a minimum fixed fee per transaction. We expect the revenue contribution from contracts withfixed fee arrangements to remain largely stable over the medium term, and do not expect that changes in revenue contributionfrom fixed fee versus percentage of fee arrangements will materially impact our revenue. Certain contracts also provide that theamount of fees we receive is based on the volume of prescriptions filled each month.

• Other revenue: Consists primarily of subscription revenue from our subscription offerings, including Gold and Kroger Savings,revenue generated from pharmaceutical manufacturers for advertising and integrating onto our platform their affordability solutionsto our consumers and advertising in direct mailers, and revenue generated by our telehealth offerings that allow consumers toaccess healthcare professionals online.

Expenses

We incur the following expenses directly related to our cost of revenue and operating expenses:

• Cost of revenue: Consists primarily of costs related to outsourced consumer support, healthcare provider costs for HeyDoctor,personnel costs including salaries, benefits, bonuses and stock-based compensation expense, for our consumer supportemployees, hosting and cloud costs, merchant account fees, processing fees and allocated overhead. Cost of revenue is largelydriven by the growth of our visitor and active consumer base, as well as our

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telehealth offerings. Our cost of revenue as a percentage of revenue may vary based on the relative growth rates of our various

offerings.

• Product development and technology: Consists primarily of personnel costs, including salaries, benefits, bonuses and stock-basedcompensation expense, for employees involved in product development activities, third-party services and contractors related toproduct development, information technology and software-related costs, and allocated overhead. Product development andtechnology expenses are primarily driven by increases in headcount required to support and further develop our various products.We capitalize certain qualified costs related to the development of internal-use software, which may also cause productdevelopment and technology expenses to vary from period to period. We expect product development and technology expenseswill increase on an absolute dollar basis as we continue to grow our platform and product offerings.

• Sales and marketing: Consists primarily of advertising and marketing expenses for consumer acquisition and retention, as well aspersonnel costs, including salaries, benefits, bonuses, stock-based compensation expense and sales commissions, for sales andmarketing employees, third-party services and contractors, and allocated overhead. Sales and marketing expenses are primarilydriven by investments to grow and retain our consumer base and may fluctuate based on the timing of our investments inconsumer acquisition and retention. Over the near to medium term, we expect to increase our spending on sales and marketing.

• General and administrative: Consists primarily of personnel costs including salaries, benefits, bonuses and stock-basedcompensation expense for our executive, finance, accounting, legal, and human resources functions, as well as professional fees,occupancy costs, change in fair value of contingent consideration, and other general overhead costs. We expect to incuradditional general and administrative costs in compliance, legal, investor relations, insurance, and professional services related toour compliance and reporting obligations as a public company. We have incurred, and also expect to incur additional general andadministrative costs in connection with the vesting and settlement of restricted stock units (“RSUs”), including the grant ofrestricted stock unit awards covering an aggregate of 12,316,533 shares of Class B common stock to each of our Co-ChiefExecutive Officers in connection with our IPO (the “Founders Awards”) in particular. We also anticipate that as we continue togrow as a company our general and administrative costs will increase on an absolute dollar basis.

• Depreciation and amortization: Consists of depreciation of property and equipment and amortization of capitalized internal-usesoftware costs and intangible assets. Our depreciation and amortization changes primarily based on changes in our property andequipment, intangible assets, and capitalized software balances.

Other Expense (Income)

Our other expense (income) consists of the following:

• Other expense, net: Consists primarily of third-party transaction expenses related to the modification of our debt facilities.

• Loss on extinguishment of debt: Consists of losses recognized due to extinguishment of debt.

• Interest expense: Consists primarily of interest expense associated with the Credit Facilities (as defined below), includingamortization of debt issuance costs and discounts.

• Interest income: Consists primarily of interest income earned on excess cash held in interest-bearing accounts.

Income Tax Benefit (Expense)

Our income tax expense consists of federal and state income taxes. Our effective income tax rates for the three and nine monthsended September 30, 2020 were 26% and (113%), respectively, and for the three and nine months ended September 30, 2019 were 23%and 22%, respectively. The changes in our effective income tax rate for the three and nine months ended September 30, 2020 compared tothe three and nine months ended September 30, 2019 were primarily due to tax effects of nondeductible officers’ stock-based compensationexpense and excess tax benefits related to the exercise of stock options. Our effective income tax rate differed from the U.S. statutory taxrate of 21% primarily due to U.S. federal and state tax credits, officers’ compensation limitations, state income taxes and stock-basedcompensation tax deductions.

Seasonality

We typically experience stronger consumer demand during the first and fourth quarters of each year, which coincide with generallyhigher consumer healthcare spending, doctor office visits, annual benefit enrollment season, and seasonal

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cold and flu trends. This seasonality may impact revenue and sales and marketing expense. The rapid growth of our business may havemasked these trends to date, and we expect the impact of seasonality to be more pronounced in the future. However, in 2020 we have seenthe impact of the COVID-19 pandemic further disrupt these trends, which may continue in future periods.

Results of Operations

The following table sets forth information comparing the components of our results of operations for the periods indicated.

Three Months Ended


September 30, 2020 2019 2020 2019 (dollars in thousands)

Revenue: Prescription transactions revenue $ 124,385 $ 95,795 $ 356,950 $ 260,114 Other revenue 16,068 5,950 40,206 14,854

Total revenue 140,453 101,745 397,156 274,968 Costs and operating expenses:

Cost of revenue, exclusive of depreciation and amortization presented separately below 7,540 3,396 20,383 9,420 Product development and technology 15,846 7,844 38,133 19,480 Sales and marketing 65,113 44,950 180,195 122,639 General and administrative 108,479 4,102 120,698 10,165 Depreciation and amortization 5,160 3,609 14,026 9,355

Total costs and operating expenses 202,138 63,901 373,435 171,059 Operating (loss) income (61,685) 37,844 23,721 103,909 Other expense (income):

Other expense (income), net 1 (4) (20) (3)Interest income (24) (271) (140) (580)Interest expense 6,264 12,773 21,697 39,452

Total other expense, net 6,241 12,498 21,537 38,869 (Loss) income before income tax expense (67,926) 25,346 2,184 65,040

Income tax benefit (expense) 17,894 (5,727) 2,467 (14,219)Net (loss) income $ (50,032) $ 19,619 $ 4,651 $ 50,821

Key Financial and Operating Metrics

Monthly Active Consumers

The number of Monthly Active Consumers is a key indicator of the scale of our consumer base and a gauge for our marketing andengagement efforts. We believe that this metric reflects our scale, growth and engagement with consumers. The number of Monthly ActiveConsumers grew 29% in the three months ended September 30, 2020 to 4.9 million, compared to 3.8 million in the three months endedSeptember 30, 2019.

Adjusted EBITDA and Adjusted EBITDA Margin

Adjusted EBITDA and Adjusted EBITDA Margin are supplemental measures of our performance that are not required by, or presentedin accordance with, U.S. GAAP. We define Adjusted EBITDA for a particular period as net income before interest, taxes, depreciation andamortization, and as further adjusted for acquisition related expenses, stock-based compensation expense, payroll tax expense related tostock-based compensation, loss on extinguishment of debt, financing related expenses and other expense (income), net. Adjusted EBITDAMargin represents Adjusted EBITDA as a percentage of revenue.

Adjusted EBITDA is a key measure we use to assess our financial performance and is also used for internal planning and forecastingpurposes. We believe Adjusted EBITDA is helpful to investors, analysts and other interested parties because it can assist in providing a moreconsistent and comparable overview of our operations across our historical

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financial periods. In addition, this measure is frequently used by analysts, investors and other interested parties to evaluate and assessperformance.

Adjusted EBITDA and Adjusted EBITDA Margin are non-GAAP measures and are presented for supplemental informational purposesonly and should not be considered as alternatives or substitutes to financial information presented in accordance with GAAP. Thesemeasures have certain limitations in that they do not include the impact of certain expenses that are reflected in our consolidated statementof operations that are necessary to run our business. Other companies, including other companies in our industry, may not use thesemeasures or may calculate these measures differently than as presented in this Quarterly Report on Form 10-Q, limiting their usefulness ascomparative measures.

The following table presents a reconciliation of net income to Adjusted EBITDA, the most directly comparable financial measurecalculated in accordance with GAAP.

Three Months Ended


September 30, 2020 2019 2020 2019

Net (loss) income $ (50,032) $ 19,619 $ 4,651 $ 50,821 Adjusted to exclude the following:

Interest income (24) (271) (140) (580)Interest expense 6,264 12,773 21,697 39,452 Income tax expense (benefit) (17,894) 5,727 (2,467) 14,219 Depreciation and amortization 5,160 3,609 14,026 9,355 Other expense (income), net 1 (4) (20) (3)Loss on extinguishment of debt — — — — Payroll tax expense related to stock-based compensation 323 5 404 143 Financing related expenses(1) — 85 1,306 85 Acquisition related expenses(2) 2,481 685 3,724 1,659 Stock based compensation(3) 106,873 956 111,204 2,692

Adjusted EBITDA $ 53,152 $ 43,184 $ 154,385 $ 117,843 Adjusted EBITDA Margin 37.8% 42.4% 38.9% 42.9%

(1) Financing related expenses include third party fees related to proposed financings.(2) Acquisition related expenses include third party fees for actual or planned acquisitions, including related legal, consulting and other

expenditures, retention bonuses to employees related to acquisitions, and change in fair value of contingent consideration.(3) Non-cash expenses related to equity-based compensation programs, which vary from period to period depending on various factors

including the timing, number and the valuation of awards.

Adjusted EBITDA grew 23% in the three months ended September 30, 2020 to $53.2 million, compared to $43.2 million in the threemonths ended 2019 as our business continued to grow. Adjusted EBITDA margin decreased from 42.4% to 37.8% due to an increase in costof revenue relative to revenue due primarily to growth of our telehealth offering, continued investments in product development andtechnology, as well as investments in our general and administrative infrastructure as we prepared for our IPO and to operate as a publiccompany.

We expect our Adjusted EBITDA and Adjusted EBITDA Margin to fluctuate on a quarterly basis primarily based on the level of ourinvestments in sales and marketing and product development and technology relative to changes in revenue.

We generally expect to continue to invest in sales and marketing in the near-term, but will continue to evaluate the impact of COVID-19on our business and actively manage our sales and marketing spend, including investment in consumer acquisition, which is largely variable,as market conditions change. We also intend to continue to invest in product development and technology to continue to improve ourplatform, introduce new offerings and scale existing ones. Additionally, we expect to continue to invest in our general and administrativeinfrastructure to support our operation as a public company.

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Three Months Ended September 30, 2020 Compared to Three Months Ended September 30, 2019

Revenue

Three Months Ended

September 30, Change 2020 2019 $ % (dollars in thousands)

Prescription transactions revenue $ 124,385 $ 95,795 $ 28,590 30%Other revenue 16,068 5,950 10,118 170%

Total revenue 140,453 101,745 38,708 38%

Prescription transactions revenue for the three months ended September 30, 2020 increased $28.6 million, or 30%, compared to thethree months ended September 30, 2019, driven primarily by a 29% increase in the number of our Monthly Active Consumers. We believeprescription transactions revenue continues to be impacted by COVID-19, as many consumers continue to avoid physician visits.

Other revenue for the three months ended September 30, 2020 increased $10.1 million, or 170%, compared to the three monthsended September 30, 2019. This increase was primarily due to an increase in subscription revenue as a result of an increase in the numberof subscribers in the three months ended September 30, 2020 compared to the three months ended September 30, 2019, an increase inrevenue from our pharmaceutical manufacturers offering, and an increase in telehealth revenue driven by HeyDoctor and the launch of theGoodRx Telehealth Marketplace in March 2020.

Costs and operating expenses

Cost of revenue, exclusive of depreciation and amortization

Three Months Ended


Cost of revenue, exclusive of depreciation and amortization $ 7,540 $ 3,396 $ 4,144 122%As a percentage of total revenue 5% 3%

Cost of revenue for the three months ended September 30, 2020 increased $4.1 million, or 122%, compared to the three months

ended September 30, 2019. This increase was primarily due to a $2.1 million increase in provider cost related to our telehealth offeringsdriven by an increase in the number of online provider visits, a $1.0 million increase in outsourced and in-house personnel related consumersupport expense to support our growth, and other increases in hosting and cloud expenses, merchant fees, and allocated overhead.

Product development and technology

Three Months Ended


Product development and technology $ 15,846 $ 7,844 $ 8,002 102%As a percentage of total revenue 11% 8%

Product development and technology expenses for the three months ended September 30, 2020 increased by $8.0 million, or 102%,

compared to the three months ended September 30, 2019. This increase was primarily due to increases in product development relatedpersonnel expenses of $6.4 million due to higher headcount and an increase in stock-based compensation related to awards made inconnection with our IPO. The increase in product development and technology expense was also due to an increase in third-party servicesand contractor expenses related to product development of $1.1 million, and an increase in allocated overhead of $0.5 million to support ourproduct development efforts.

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Sales and marketing

Three Months Ended


Sales and marketing $ 65,113 $ 44,950 $ 20,163 45%As a percentage of total revenue 46% 44%

Sales and marketing expenses for the three months ended September 30, 2020 increased by $20.2 million, or 45%, compared to the

three months ended September 30, 2019. This increase was primarily due to a $13.3 million increase in advertising expenses and a $5.6million increase in sales and marketing related personnel expenses due to higher headcount and an increase in stock-based compensationrelated to awards made in connection with our IPO.

We continue to evaluate the impact of COVID-19 on our business and actively manage our consumer acquisition spending accordingto market conditions.

General and administrative

Three Months Ended


General and administrative $ 108,479 $ 4,102 $ 104,377 *As a percentage of total revenue 77% 4%

*Not meaningful

General and administrative expenses for the three months ended September 30, 2020 increased by $104.4 million compared to thethree months ended September 30, 2019. This increase was primarily due to $98.1 million of stock-based compensation related to the Co-Chief Executive Officers award made in connection with the IPO, as further described in note 9 of our condensed consolidated financialstatements. The increase in general and administrative expense was also due to a $3.2 million increase in other executive and administativerelated personnel expenses due to higher headcount and an increase in stock-based compensation expense related to awards made inconnection with our IPO, and a $2.3 million increase in professional and other fees to support our growth and preparation for our initial publicoffering.

Depreciation and amortization

Three Months Ended


Depreciation and amortization $ 5,160 $ 3,609 $ 1,551 43%As a percentage of total revenue 4% 4%

Depreciation and amortization expenses for the three months ended September 30, 2020 increased by $1.6 million, or 43%, compared

to the three months ended September 30, 2019. This increase was due primarily to a $0.7 million increase in intangible assets amortizationas a result of intangible asset additions from our 2019 and 2020 acquisitions, and a $0.7 million increase in capitalized software amortizationdue to higher capitalized costs for platform improvements and the introduction of new products and features.

Interest income

Three Months Ended


Interest income $ (24) $ (271) $ 247 *As a percentage of total revenue (0%) (0%)

*Not meaningful

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The decrease in interest income was primarily due to higher interest rates during the three months ended September 30, 2019,compared to the three months ended September 30, 2020.

Interest expense

Three Months Ended


Interest expense $ 6,264 $ 12,773 $ (6,509) (51%)As a percentage of total revenue 4% 13%

Interest expense for the three months ended September 30, 2020 decreased by $6.5 million, or 51%, compared to the three months

ended September 30, 2019 primarily due to the November 2019 amendment to increase the amount of the First Lien Term Loan Facility inorder to repay all amounts outstanding under the Second Lien Term Loan Facility, which bore interest at a higher rate than the First LienTerm Loan Facility, as further described below, and as a result of lower interest rates.

Income tax benefit (expense)

Three Months Ended


Income tax benefit (expense) $ 17,894 $ (5,727) $ 23,621 *Income tax effective rate 26% 23%

*Not meaningful

For the three months ended September 30, 2020, we had an income tax benefit of $17.9 million, compared to income tax expense of$5.7 million for the three months ended September 30, 2019. This difference was due primarily to a decrease in pre-tax income primarily dueto $98.1 million of stock-based compensation related to the Founders Awards made in connection with the IPO, the tax effects ofnondeductible officers’ compensation, and excess tax benefits related to the exercise of stock options.

Nine Months Ended September 30, 2020 Compared to Nine Months Ended September 30, 2019

Revenue

Nine Months Ended


Prescription transactions revenue $ 356,950 $ 260,114 $ 96,836 37%Other revenue 40,206 14,854 25,352 171%

Total revenue $ 397,156 $ 274,968 $ 122,188 44%

Prescription transactions revenue for the nine months ended September 30, 2020 increased $96.8 million, or 37%, compared to thenine months ended September 30, 2019, driven primarily by a 35% increase in the number of our Monthly Active Consumers. Prescriptiontransactions revenue was negatively impacted in the nine months ended September 30, 2020 due to the impact of COVID-19, as manyconsumers avoided visiting healthcare professionals and pharmacies in-person in the second and third quarters of 2020.

Other revenue for the nine months ended September 30, 2020 increased $25.4 million, or 171%, compared to the nine months endedSeptember 30, 2019. This increase was primarily due to an increase in subscription revenue as a result of an increase in the number ofsubscribers in the nine months ended September 30, 2020 compared to the nine months ended September 30, 2019, an increase in revenuefrom our pharmaceutical manufacturers offering, and an increase in

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telehealth revenue following the acquisition of HeyDoctor in the second quarter of 2019 and the launch of the GoodRx TelehealthMarketplace in March 2020.

Costs and operating expenses

Cost of revenue, exclusive of depreciation and amortization

Nine Months Ended


Cost of revenue, exclusive of depreciation and amortization $ 20,383 $ 9,420 $ 10,963 116%As a percentage of total revenue 5% 3%

Cost of revenue for the nine months ended September 30, 2020 increased $11.0 million, or 116%, compared to the nine months

ended September 30, 2019. This increase was primarily due to a $4.9 million increase in provider cost related to our telehealth offeringsfollowing the acquisition of HeyDoctor in 2019, a $2.5 million increase in outsourced and in-house personnel related consumer supportexpense to support our growth, a $0.9 million increase in merchant fees, a $0.8 million increase in hosting and cloud expense, and otherincreases in processing fees and allocated overhead.

Product development and technology

Nine Months Ended


Product development and technology $ 38,133 $ 19,480 $ 18,653 96%As a percentage of total revenue 10% 7%

Product development and technology expenses for the nine months ended September 30, 2020 increased by $18.7 million, or 96%,

compared to the nine months ended September 30, 2019. This increase was primarily due to increases in product development relatedpersonnel expenses of $13.9 million due to higher headcount and an increase in stock-based compensation related to awards made inconnection with our IPO. The increase in product development and technology expense was also due to an increase in third-party servicesand contractor expenses related to product development of $2.5 million, and an increase in allocated overhead of $2.3 million to support ourproduct development efforts.

Sales and marketing

Nine Months Ended


Sales and marketing $ 180,195 $ 122,639 $ 57,556 47%As a percentage of total revenue 45% 45%

Sales and marketing expenses for the nine months ended September 30, 2020 increased by $57.6 million, or 47%, compared to the

nine months ended September 30, 2019. This increase was primarily due to a $45.3 million increase in advertising expenses and a $9.3million increase in sales and marketing related personnel expenses due to higher headcount and an increase in stock-based compensationrelated to awards made in connection with our IPO.

After reducing advertising spend in certain channels in the second quarter of 2020 due to the impact of COVID-19 as many consumersavoided visiting healthcare professionals and pharmacies in-person, we increased our advertising spend in the third quarter of 2020 as moreconsumers resumed their interaction with the healthcare system, which increased our sales and marketing expense. We will continue toevaluate the impact of COVID-19 on our business and actively manage our consumer acquisition spending according to market conditions.

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General and administrative

Nine Months Ended


General and administrative $ 120,698 $ 10,165 $ 110,533 *As a percentage of total revenue 30% 4%

*Not meaningful

General and administrative expenses for the nine months ended September 30, 2020 increased by $110.5 million compared to thenine months ended September 30, 2019. This increase was primarily due to $98.1 million of stock-based compensation related to theFounders Awards made in connection with the IPO, as further described in note 9 of our condensed consolidated financial statements. Theincrease in general and administrative expense was also due a $6.9 million increase in professional and other fees to support our growth andpreparation for our initial public offering, and a $6.0 million increase in other executive and administative related personnel expenses due tohigher headcount and an increase in stock-based compensation expense including awards made in connection with our IPO.

Depreciation and amortization

Nine Months Ended


Depreciation and amortization $ 14,026 $ 9,355 $ 4,671 50%As a percentage of total revenue 4% 3%

Depreciation and amortization expenses for the nine months ended September 30, 2020 increased by $4.7 million, or 50%, compared

to the nine months ended September 30, 2019. This increase was due primarily to a $2.6 million increase in intangible assets amortization asa result of intangible asset additions from our 2019 and 2020 acquisitions, and a $1.7 million increase in capitalized software amortizationdue to higher capitalized costs for platform improvements and the introduction of new products and features.

Interest income

Nine Months Ended


Interest income $ (140) $ (580) $ 440 *As a percentage of total revenue (0%) (0%)

*Not meaningful

The decrease in interest income was primarily due to higher interest rates during the nine months ended September 30, 2019,compared to the nine months ended September 30, 2020.

Interest expense

Nine Months Ended


Interest expense $ 21,697 $ 39,452 $ (17,755) (45%)As a percentage of total revenue 5% 14%

Interest expense for the nine months ended September 30, 2020 decreased by $17.8 million, or 45%, compared to the nine months

ended September 30, 2019 primarily due to the November 2019 amendment to increase the amount of the First Lien Term Loan Facility inorder to repay all amounts outstanding under the Second Lien Term Loan Facility, which

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bore interest at a higher rate than the First Lien Term Loan Facility, as further described below, and as a result of lower interest rates.

Income tax benefit (expense)

Nine Months Ended


Income tax benefit (expense) $ 2,467 $ (14,219) $ 16,686 *Income tax effective rate (113%) 22%

*Not meaningful

For the nine months ended September 30, 2020, we had a income tax benefit of $2.5 million compared to income tax expense of$14.2 million for nine months ended September 30, 2019. This difference was due primarily to a decrease in pre-tax income primarily due to$98.1 million of stock-based compensation related to the Founders Awards made in connection with the IPO, the tax effects of nondeductibleofficers’ compensation, and excess tax benefits related to the exercise of stock options.

Liquidity and Capital Resources

Overview

Since our inception, we have financed our operations primarily through net cash provided by operating activities, equity issuances, andborrowings under our long-term debt arrangements. Our primary requirements for liquidity and capital are to finance working capital, capitalexpenditures and general corporate purposes. Our principal sources of liquidity are expected to be our cash and cash equivalents andborrowings available under our Revolving Credit Facility (as defined below). As of September 30, 2020 we had cash and cash equivalents of$1.1 billion and $62.9 million available under the Revolving Credit Facility. In October 2020, we repaid the $28.0 million previously drawnunder the Revolving Credit Facility.

We believe that our net cash provided by operating activities, cash on hand and availability under the Revolving Credit Facility will beadequate to meet our operating, investing and financing needs for at least the next 12 months. Our future capital requirements will dependon many factors, including our revenue growth, the timing and extent of investments to support such growth, the expansion of sales andmarketing activities, and many other factors as described in Part II, Item 1A, “Risk Factors.”

If necessary, we may borrow funds under our Revolving Credit Facility to finance our liquidity requirements, subject to customaryborrowing conditions. To the extent additional funds are necessary to meet our long-term liquidity needs as we continue to execute ourbusiness strategy, we anticipate that they will be obtained through the incurrence of additional indebtedness, additional equity financings or acombination of these potential sources of funds; however, such financing may not be available on favorable terms, or at all. In particular, thewidespread COVID-19 pandemic has resulted in, and may continue to result in, significant disruption of global financial markets, reducing ourability to access capital. If we are unable to raise additional funds when or on the terms desired, our business, financial condition and resultsof operations could be adversely affected.

In light of the large number of RSUs subject to the Founders Awards that were granted in connection with our IPO in September 2020,we have incurred and anticipate that we will incur substantial additional stock-based compensation expense and expend substantial funds tosatisfy tax withholding and remittance obligations as these RSUs vest over time. The grant date fair value of the Founders Awards was$533.3 million, of which $98.1 million was recognized during the three months ended September 30, 2020. Given the Company’s stock pricefor the post IPO period, all of the stock price goals with respect to the performance vesting portion of the Founders Awards (the“Performance-Vesting Founders Awards”) (see note 9 of our condensed consolidated financial statements) were achieved in October 2020.As a result, all 16,422,044 Performance-Vesting Founders Awards vested, resulting in recognition of approximately $232.1 million of stock-based compensation expense for the fourth quarter of 2020. The unrecognized compensation expense associated with the time vestingportion of the Founders Awards of $203.1 million as of September 30, 2020 is expected to be recognized over the remaining service periodof 2.1 years, with $43.0 million expected to be recognized in the fourth quarter of 2020, bringing the total expense related to the FoundersAwards in the fourth quarter to approximately $275.1 million. In addition, as a result of the Founders Awards, and the Performance-VestingFounders Awards in particular, a large number of shares of Class B common stock will be issued on the applicable settlement dates. On thesettlement dates for the RSUs, we plan to

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withhold shares and remit taxes on behalf of the holders of such Founders Awards at applicable statutory rates, which we refer to as netsettlement, which may result in substantial tax withholding obligations. The amount of tax withholding obligations will depend on the price ofour Class A common stock, the actual number of RSUs for which the vesting conditions are satisfied over time and the applicable taxwithholding rates then in effect. Notwithstanding the vesting in October 2020 of all of the Performance-Vesting Founders Awards, theassociated shares will not be issued until three years from the vesting date or, if earlier, a change in control event, as defined.

Assuming an approximate 50% tax withholding rate and stock price of $55.00 per share at vesting and settlement, for the 16.4 millionPerformance-Vesting Founders Award shares that vested as described in the preceding paragraph, we estimate that our cash obligation onbehalf of our Co-Founders to the relevant tax authorities to satisfy tax withholding obligations would be approximately $447.8 million, and wewould deliver an aggregate of approximately 8.2 million shares of our Class B common stock to net settle these awards, after withholding anaggregate of approximately 8.2 million shares of our Class B common stock. Cash payments for income tax withholdings are due upon thesettlement date of the RSUs which is the third anniversary of the applicable vesting date or, if earlier, upon a qualifying change in controlevent. The actual amount of the tax obligations and the number of shares to be delivered could be higher or lower, depending on the price ofour Class A common stock upon settlement and the applicable tax withholding rates then in effect.

Credit Facilities

In October 2018, GoodRx, Inc., our wholly owned subsidiary, as borrower, and GoodRx Intermediate Holdings, LLC, entered into a firstlien credit agreement with various lenders (the “First Lien Credit Agreement”). The First Lien Credit Agreement provided for a $40.0 millionsecured asset-based revolving credit facility, or the Revolving Credit Facility, and a $545.0 million senior secured term loan facility (the "FirstLien Term Loan Facility” and, together with the Revolving Credit Facility, the “Credit Facilities”). In November 2019, the First Lien Term LoanFacility was amended to increase the amount of the facility to $700.0 million. Additionally, in May 2020, the Revolving Credit Facility wasamended to increase the amount of the facility to $100.0 million.

The Revolving Credit Facility and the First Lien Term Loan Facility under the First Lien Credit Agreement are collateralized bysubstantially all of our assets, including our intellectual property, and 100% of the equity interest of GoodRx, Inc.

The First Lien Credit Agreement that governs the Revolving Credit Facility and the First Lien Term Loan Facility contains certainaffirmative and negative covenants, including, among other things, restrictions on indebtedness, liens, fundamental changes, repurchases ofstock, dividends and other distributions. GoodRx, Inc. is restricted from making dividend payments, loans or advances to GoodRxIntermediate Holdings, LLC and GoodRx Holdings, Inc. In addition, GoodRx, Inc. is subject to a financial covenant whereby GoodRx, Inc. isrequired to maintain a First Lien Net Leverage Ratio (as defined in the First Lien Credit Agreement) not to exceed 8.2 to 1.0. At September30, 2020, we were in compliance with the covenants under the First Lien Credit Agreement.

Revolving Credit Facility

Loans under the Revolving Credit Facility bear interest at a rate per annum equal to the LIBO Screen Rate (as defined in the First LienCredit Agreement) plus a variable margin rate, which is based on our most recently determined First Lien Net Leverage Ratio (as defined inthe First Lien Credit Agreement), that ranges from 2.50% to 3.00%. The Revolving Credit Facility has a variable commitment fee, which isbased on the Company’s most recently determined First Lien Net Leverage Ratio (as defined in the First Lien Credit Agreement), and rangesfrom 0.25% to 0.50% per annum. In addition, the Revolving Credit Facility has a fixed fronting fee of 0.125% per annum of our aggregateundrawn and disbursed but unreimbursed letters of credit. The Revolving Credit Facility expires on October 11, 2024. As of September 30,2020, the outstanding principal balance under the Revolving Credit Facility was $28 million, which we repaid in October 2020.

Under the terms of a lease agreement entered into during September 2019, GoodRx, Inc. assigned to the landlord drawdown rightsagainst the Revolving Credit Facility for up to $9.0 million to meet the contractual line of credit requirement in the lease agreement. Thelandlord can draw on the Revolving Credit Facility in the event of the Company’s default on rent or damages to the building. The assignedrights to the landlord will be held for the initial three years of the lease term, and subject to certain conditions, the letter of credit will decreasethereafter by up to 10% per year based upon the original amount to no less than $2 million. This outstanding letter of credit to the landlordreduces our available borrowings under the Revolving Credit Facility by an amount equal to the value of assigned rights.

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First Lien Term Loan Facility

The First Lien Term Loan Facility accrues interest at a rate per annum equal to the LIBO Screen Rate (as defined in the First LienCredit Agreement) plus a variable margin rate, which is based on the Company’s most recently determined Net Leverage Ratio (as defined inthe First Lien Credit Agreement), that ranges from 2.75% to 3.00% per annum. The First Lien Credit Agreement requires quarterly principalpayments from March 2019 through September 2025, with any remaining unpaid principal and any accrued and unpaid interest due on thematurity date of October 10, 2025.

The effective interest rate on the First Lien Term Loan Facility was 3.42% and 5.56% for the three months ended September 30, 2020and 2019, respectively, and 4.03% and 5.79% for the nine months ended September 30, 2020 and 2019, respectively.

The carrying value of the First Lien Term Loan Facility was $667.9 million, net of unamortized debt issuance costs and discount of$15.0 million, as of September 30, 2020.

Second Lien Term Loan Facility

Concurrent with the above First Lien Credit Agreement, GoodRx, Inc., as borrower, and GoodRx Intermediate Holdings, LLC enteredinto a second lien credit agreement with various lenders (the “Second Lien Credit Agreement”). The Second Lien Credit Agreement providedfor a $200.0 million secured term loan facility (the “Second Lien Term Loan Facility”) that accrued interest at a rate per annum equal to theLIBO Screen Rate (as defined in the Second Lien Credit Agreement) plus a margin of 7.50% per annum. In connection with the amendmentto increase the amount of the First Lien Term Loan Facility in November 2019, we repaid all amounts outstanding and owed under theSecond Lien Term Loan Facility, using the proceeds from the amendment to the First Lien Term Loan Facility and existing cash resources,including $200.0 million in principal amount outstanding, approximately $0.1 million of accrued interest and a $2.0 million prepaymentpenalty.

Holding Company Status

We are a holding company that does not conduct any business operations of our own. As a result, we are largely dependent uponcash distributions and other transfers from our subsidiaries to meet our obligations and to make future dividend payments, if any. The FirstLien Credit Agreement contains covenants restricting payments of dividends by our subsidiaries, including GoodRx, Inc., unless certainconditions are met. These covenants provide for certain exceptions for specific types of payments. Based on these restrictions, all of the netassets of GoodRx, Inc. were restricted pursuant to the terms of the Credit Facilities as of September 30, 2020. Since the restricted net assetsof GoodRx, Inc. and its subsidiaries exceed 25% of our consolidated net assets, in accordance with Regulation S-X, refer to our auditedconsolidated financial statements included in our Prospectus for condensed parent company financial information of GoodRx Holdings, Inc.

Cash Flows

Nine Months Ended

September 30, 2020 2019 (in thousands) Net cash provided by operating activities $ 116,491 $ 66,771 Net cash used in investing activities (81,807) (35,285)Net cash provided by (used in) financing activities 1,017,190 (6,400)Net change in cash $ 1,051,874 $ 25,086

Net cash provided by operating activities

Net cash provided by operating activities was $116.5 million for the nine months ended September 30, 2020 consisting of $4.7 millionof net income, adjusted for $134.3 million of non-cash expenses, made up primarily of stock-based compensation of $111.2 million, including$98.1 million of stock-based compensation related to the Co-Chief Executive Officers award made in connection with the IPO, partially offsetby $22.4 million of net cash used as a result of changes in operating assets and liabilities. The changes in operating assets and liabilitieswere primarily driven by an increase in income tax receivable due to our third quarter tax benefit and increases in accrued expenses,accounts receivable, accounts payable, and prepaid expenses due to our growing operations.

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Net cash provided by operating activities was $66.8 million for the nine months ended September 30, 2019 consisting of $50.8 millionof net income, adjusted for $16.1 million of non-cash expenses and $0.2 million of net cash used as a result of changes in operating assetsand liabilities. The changes in operating assets and liabilities were primarily driven by increases in accounts receivable, accounts payable,accrued expenses, and prepaid expenses due to our growing operations, as well as a decrease in our lease liabilities.

Net cash used in investing activities

Net cash used in investing activities of $81.8 million for the nine months ended September 30, 2020 was related to $55.8 million incash consideration, net of cash acquired, related to the acquisition of ScriptCycle, $15.7 million for capital expenditures, due primarily toleasehold improvements and furniture and fixtures related to our new office facility in Santa Monica, and $10.3 million for capitalizedsoftware.

Net cash used in investing activities of $35.3 million for the nine months ended September 30, 2019 was related to $31.3 million incash consideration, net of cash acquired, related to our 2019 acquisitions, $3.0 million for capitalized software, and $1.0 million for capitalexpenditures.

Net cash provided by (used in) financing activities

Net cash provided by financing activities of $1.0 billion for the nine months ended September 30, 2020 was related to $890.0 million innet proceeds from our IPO, $100.0 million in proceeds from our private placement in September 2020, $28.0 million in proceeds drawn downunder the Revolving Credit Facility and $5.1 million from exercise of options, partially offset by $5.3 million in long-term debt principalpayments and payments of $1.3 million for debt issuance costs related to increasing the amount of our line of credit in May 2020.

Net cash used in financing activities of $6.4 million for the nine months ended September 30, 2019 was primarily related to $10.1million in long-term debt principal payments offset by $3.7 million from exercise of options and issuance of common stock.

Contractual Obligations and Commitments

There have been no material changes to our contractual obligations from those described in the Prospectus.

Off-Balance Sheet Arrangements

We did not have any off-balance sheet arrangements as of September 30, 2020.

Critical Accounting Policies and Estimates

Our consolidated financial statements and the related notes thereto included elsewhere in this Quarterly Report on Form 10-Q areprepared in accordance with GAAP. The preparation of consolidated financial statements requires us to make estimates and assumptionsthat affect the reported amounts of assets, liabilities, revenue, costs and expenses and related disclosures. We base our estimates onhistorical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results could differsignificantly from our estimates. To the extent that there are differences between our estimates and actual results, our future financialstatement presentation, financial condition, results of operations and cash flows will be affected.

Our critical accounting policies are described under the heading “Management’s Discussion and Analysis of Financial Condition andResults of Operations—Critical Accounting Policies and Estimates” in the Prospectus and the notes to the audited consolidated financialstatements appearing elsewhere in the Prospectus. During the three months ended September 30, 2020, there were no material changes toour critical accounting policies from those discussed in our Prospectus.

Recent Accounting Pronouncements

Refer to Note 2 to our condensed consolidated financial statements appearing elsewhere in this Quarterly Report on Form 10-Q for adiscussion of accounting pronouncements recently adopted and recently issued accounting pronouncements not yet adopted and theirpotential impact to our financial statements.

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Item 3. Quantitative and Qualitative Disclosures about Market Risk

We only have operations within the United States and therefore do not have any foreign currency exposure. We are exposed to marketrisks in the ordinary course of our business, including the effects of interest rate changes.

Interest rate risk

Our exposures to market risk for changes in interest rates relate primarily to the Credit Facilities which bear floating interest rates anda rising interest rate environment will increase the amount of interest paid on these loans. A hypothetical 100 basis point increase in interestrates would have increased our interest expense by $3.5 million for the nine months ended September 30, 2020.

Impact of inflation

We do not believe that inflation has had a material effect on our business, results of operations or financial condition. Nonetheless, ifour costs were to become subject to significant inflationary pressures, we may not be able to fully offset such higher costs. Our inability orfailure to do so could harm our business, financial condition and results of operations.

Item 4. Controls and Procedures.

Limitations on effectiveness of controls and procedures

In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, nomatter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, thedesign of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required toapply judgment in evaluating the benefits of possible controls and procedures relative to their costs.

Evaluation of disclosure controls and procedures

Our management, with the participation of our co-principal executive officers and principal financial officer, evaluated, as of the end ofthe period covered by this Quarterly Report on Form 10-Q, the effectiveness of our disclosure controls and procedures (as defined in Rules13a-15(e) and 15d-15(e) under the Exchange Act). Based on that evaluation and as a result of the material weaknesses described below,our co-principal executive officers and principal financial officer concluded that, as of September 30, 2020, our disclosure controls andprocedures were not effective at the reasonable assurance level.

Material Weaknesses

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is areasonable possibility that a material misstatement of a company’s annual and interim financial statements will not be detected or preventedon a timely basis.

In connection with the preparation of our financial statements for 2019, we identified certain control deficiencies in the design andoperation of our internal control over financial reporting that constituted material weaknesses. The material weaknesses are:

• We did not design or maintain an effective control environment commensurate with our financial reporting requirements. Welacked a sufficient number of professionals with an appropriate level of accounting knowledge, training and experience toappropriately analyze, record and disclose accounting matters timely and accurately. Additionally, the limited personnel resulted inan inability to consistently establish appropriate authorities and responsibilities in pursuit of our financial reporting objectives, asdemonstrated by, amongst other things, insufficient segregation of duties in our finance and accounting functions.

• We did not effectively design and maintain controls in response to the risks of material misstatement. Specifically, changes toexisting controls or the implementation of new controls have not been sufficient to respond to changes to the risks of materialmisstatement to financial reporting, due in part to acquisitions and other changes to our business.

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These material weaknesses contributed to the following additional material weaknesses:

• We did not design and maintain formal accounting policies, processes and controls to analyze, account for and disclose complextransactions.

• We did not design and maintain formal accounting policies, procedures and controls to achieve complete, accurate and timelyfinancial accounting, reporting and disclosures, including controls over the preparation and review of business performancereviews, account reconciliations and journal entries. Additionally, we did not design and maintain controls over the classificationand presentation of accounts and disclosures in the financial statements.

• We did not design and maintain effective controls over certain information technology (“IT”) general controls for informationsystems that are relevant to the preparation of our financial statements. Specifically, we did not design and maintain: (i) programchange management controls to ensure that IT program and data changes affecting financial IT applications and underlyingaccounting records are identified, tested, authorized, and implemented appropriately; (ii) user access controls to ensureappropriate segregation of duties and that adequately restrict user and privileged access to certain financial applications,programs and data to appropriate company personnel; (iii) computer operations controls to ensure that critical batch jobs aremonitored and data backups are authorized and monitored, and (iv) testing and approval controls for program development toensure that new software development is aligned with business and IT requirements.

These material weaknesses resulted in adjustments identified by our independent registered public accounting firm and recorded by usprimarily related to goodwill, capitalized software, leases, debt extinguishment, revenue recognition and sales allowances. These materialweaknesses could result in a misstatement of our accounts or disclosures that would result in a material misstatement to the annual orinterim consolidated financial statements that would not be prevented or detected.

Remediation Plans

We are in the early stages of compiling the system and processing documentation necessary to perform the evaluation needed tocomply with Section 404(a) of Sarbanes-Oxley Act and we are taking steps to remediate the material weaknesses. Management, with theparticipation of the Audit Committee and the Board of Directors, is engaged in remedial activities to address the material weaknessesdescribed above. Those remediation measures are ongoing and include the following:

• We have prepared a remediation plan for each of the material weaknesses and begun training process owners, evaluatingprocess adoption and monitoring results.

• We have engaged third party professionals to advise management in connection with the remediation of each of the materialweaknesses.

• We have recently hired, and plan to continue to hire, additional accounting and IT personnel during 2020 to bolster our technicalreporting, transactional accounting and IT capabilities. We are implementing controls to formalize roles and review responsibilitiesto align with our team’s skills and experience and implement formal controls over segregation of duties.

• We are implementing procedures to identify and evaluate changes in our business and the impact on our controls.

• We are formally assessing complex accounting transactions and other technical accounting and financial reporting mattersincluding controls over the preparation and review of accounting memoranda addressing these matters. During the quarter endedSeptember 30, 2020, we implemented controls to identify complex accounting transactions and to require that the accountingimplications of such transactions are formally assessed, documented and reviewed by a relevant senior member of our accountingteam. In addition, we have engaged third party subject matter experts to advise us with respect to certain complex non-routinetransactions in addition to management’s review of such transactions, where appropriate.

• In the first quarter of 2020, we implemented a new enterprise resource planning, or ERP, system. We are in the process ofdesigning and implementing controls over this ERP system to, among other things, automate certain controls, enforce segregationof duties and facilitate the review of journal entries.

• We are implementing formal processes, policies, and procedures supporting our financial close process, including creatingstandard balance sheet reconciliation templates, establishing and reviewing thresholds for business performance reviews, andformalizing procedures over the review of financial statements.

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• We are enhancing IT governance processes, including automating components of our change management and logical access

processes, enhancing role-based access and logging capabilities, implementing automated controls and implementing morerobust IT policies and procedures over change management and computer operations.

We believe we are making progress toward achieving the effectiveness of our internal control over financial reporting and disclosurecontrols and procedures. The actions that we are taking are subject to ongoing senior management review, as well as Audit Committeeoversight. We will not be able to conclude whether the steps we are taking will fully remediate these material weaknesses in our internalcontrol over financial reporting until we have completed our remediation efforts and subsequent evaluation of their effectiveness. We mayalso conclude that additional measures may be required to remediate the material weaknesses in our internal control over financial reporting,which may necessitate additional implementation and evaluation time. We will continue to assess the effectiveness of our internal controlover financial reporting and take steps to remediate the known material weaknesses expeditiously.

Changes in Internal Control over Financial Reporting

We are taking actions to remediate the material weaknesses relating to our internal control over financial reporting. Except asotherwise described above, there were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f)under the Exchange Act) during the quarter ended September 30, 2020 that have materially affected, or are reasonably likely to materiallyaffect, our internal control over financial reporting.

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PART II—OTHER INFORMATION

Item 1. Legal Proceedings.

The information contained under the heading “Legal Proceedings” in Note 8 to our condensed consolidated financial statementsincluded in this Quarterly Report on Form 10-Q is incorporated by reference into this Item.

Item 1A. Risk Factors.

Our business involves significant risks, some of which are described below. You should carefully consider the risks and uncertaintiesdescribed below, together with all of the other information in this Quarterly Report on Form 10-Q, as well as our audited consolidated financialstatements and related notes as disclosed in our prospectus, dated September 22, 2020, filed with the Securities and Exchange Commission(“SEC”) in accordance with Rule 424(b) of the Securities Act on September 24, 2020 (the “Prospectus”) in connection with our initial publicoffering (“IPO”). The risks and uncertainties described below are not the only ones we face. Additional risk and uncertainties that we areunaware of or that we deem immaterial may also become important factors that adversely affect our business. The realization of any of theserisks and uncertainties could have a material adverse effect on our reputation, business, financial condition, results of operations, growth andfuture prospects as well as our ability to accomplish our strategic objectives. In that event, the market price of our Class A common stockcould decline and you could lose part or all of your investment.

Risks Related to Our Limited Operating History and Early Stage of Growth

Our limited operating history and our evolving business make it difficult to evaluate our future prospects and the risks andchallenges we may encounter.

Our limited operating history and evolving business make it difficult to evaluate and assess the success of our business to date, ourfuture prospects and the risks and challenges that we may encounter. These risks and challenges include our ability to:

• attract new consumers to our platform and position our platform as an important way to make purchasing decisions forprescription medications and other healthcare products and services;

• retain our consumers and encourage them to continue to utilize our platform when purchasing healthcare products and services;

• attract new and existing consumers to rapidly adopt new offerings on our platform;

• increase the number of consumers that use our subscription offerings or the number of subscription programs that we manage;

• increase and retain our consumers that subscribe to our subscription offerings, such as Gold and Kroger Savings;

• attract and retain industry players for inclusion in our platform, including pharmacies, PBMs, pharmaceutical manufacturers andtelehealth providers;

• comply with existing and new laws and regulations applicable to our business and in our industry;

• anticipate and respond to macroeconomic changes, changes in medication pricing and industry pricing benchmarks and changesin the markets in which we operate;

• react to challenges from existing and new competitors;

• maintain and enhance the value of our reputation and brand;

• effectively manage our growth;

• hire, integrate and retain talented people at all levels of our organization;

• maintain and improve the infrastructure underlying our platform, including our apps and websites, including with respect to dataprotection and cybersecurity; and

• successfully update our platform, including expanding our platform and offerings into different healthcare products and services,develop and update our apps, features, offerings and services to benefit our consumers and enhance the consumer experience.

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If we fail to address the risks and difficulties that we face, including those associated with the challenges listed above and thosedescribed elsewhere in this Part II, Item 1A, “Risk Factors”, our business, financial condition and results of operations could be adverselyaffected. Further, because we have limited historical financial data and our business continues to evolve and expand within the U.S.healthcare industry, any predictions about our future revenue and expenses may not be as accurate as they would be if we had a longeroperating history, operated a more predictable business or operated in a less regulated industry. We have encountered in the past, and willencounter in the future, risks and uncertainties frequently experienced by growing companies with limited operating histories and evolvingbusinesses that operate in highly regulated and competitive industries. If our assumptions regarding these risks and uncertainties, which weuse to plan and operate our business, are incorrect or change, or if we do not address these risks successfully, our results of operationscould differ materially from our expectations and our business, financial condition and results of operations would be adversely affected.

Our recent growth rates may not be sustainable or indicative of future growth and we expect our growth rate to slow.

We have experienced significant growth since our founding in 2011. Revenue increased from $99.4 million for 2016 to $388.2 millionfor 2019 and from $275.0 million for the nine months ended September 30, 2019 to $397.2 million for the nine months ended September 30,2020. Our historical rate of growth may not be sustainable or indicative of our future rate of growth. We believe that our continued growth inrevenue, as well as our ability to improve or maintain margins and profitability, will depend upon, among other factors, our ability to addressthe challenges, risks and difficulties described elsewhere in this Part II, Item 1A, “Risk Factors” and the extent to which our various offeringsgrow and contribute to our results of operations. We cannot provide assurance that we will be able to successfully manage any suchchallenges or risks to our future growth. In addition, our base of consumers may not continue to grow or may decline due to a variety ofpossible risks, including increased competition, changes in the regulatory landscape and the maturation of our business. Any of these factorscould cause our revenue growth to decline and may adversely affect our margins and profitability. Failure to continue our revenue growth orimprove margins would have a material adverse effect on our business, financial condition and results of operations. You should not rely onour historical rate of revenue growth as an indication of our future performance.

Our results of operations vary and may fluctuate significantly from period-to-period.

Our quarterly and annual results of operations have historically varied from period-to-period and we expect that our results ofoperations will continue to do so for a variety of reasons, many of which are outside of our control and are difficult to predict. We havepresented many of the factors that may cause our results of operations to fluctuate in this Part II, Item 1A, “Risk Factors”, including the extentto which our various offerings, such as our telehealth offerings, grow and contribute to our results of operations. In addition, we typicallyexperience stronger consumer demand during the first and fourth quarters of each year, which coincide with generally higher consumerhealthcare spending, doctor office visits, annual benefit enrollment season and seasonal cold and flu trends. The rapid growth of ourbusiness may have masked these trends to date, and we expect the impact of seasonality to be more pronounced in the future. Thecumulative effects of such factors could result in large fluctuations and unpredictability in our quarterly and annual results of operations. As aresult, comparing our results of operations on a period-to-period basis may not be meaningful and investors should not rely on our pastresults as an indication of our future performance.

This variability and unpredictability could also result in our failing to meet the expectations of industry or financial analysts or investorsfor any period. If our revenue or results of operations fall below the expectations of analysts or investors or below any guidance we mayprovide, or if the guidance we provide is below the expectations of analysts or investors, the price of our Class A common stock could declinesubstantially. Such a stock price decline could occur even when we have met any previously publicly stated guidance we may provide.

We may be unable to manage our future growth effectively, which could make it difficult to execute our business strategy.

Since 2011, we have experienced rapid growth in our business operations and the number of consumers that use our offerings, andwe may continue to experience growth in the future. For example, the number of our full-time employees increased from 137 as ofDecember 31, 2017 to 413 as of September 30, 2020, and the number of Monthly Active Consumers has increased from 1.3 million for thefirst quarter of 2017 to 4.9 million for the third quarter of 2020. This growth has placed, and may continue to place, significant demands onour management and our operational and financial infrastructure. Our ability to manage our growth effectively and to integrate newemployees, technologies and acquisitions into our existing business will require us to continue to expand our operational and financialinfrastructure and to continue

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to retain, attract, train, motivate and manage employees. Management of growth is particularly difficult when employees work from home as aresult of the COVID-19 pandemic. Continued growth could strain our ability to develop and improve our operational, financial andmanagement controls, enhance our reporting systems and procedures, recruit, train and retain highly skilled personnel and maintainconsumer satisfaction. Additionally, if we do not effectively manage the growth of our business and operations, the quality of our platform andofferings could suffer, which could negatively affect our reputation and brand, business, financial condition and results of operations.

We may experience lower margins as HeyDoctor continues to grow as a portion of our overall business.

HeyDoctor, which we launched in 2019, has experienced significant growth and we expect it to continue to grow in the future.However, the telehealth market is rapidly developing and is subject to significant price competition, and we may be unable to achievesatisfactory prices for our HeyDoctor offering or maintain prices at competitive levels. Due in part to this price competition, HeyDoctorcurrently generates lower margins than our other offerings. If we are unable to maintain our prices, or if our costs increase and we are unableto offset such increase with an increase in our prices, our margins could decline. In addition, as HeyDoctor continues to grow as a portion ofour overall business, we expect such growth to have an adverse impact on our margins. We will continue to be subject to significant pricingpressure, and expect that HeyDoctor will continue to grow as a source of revenue, which would likely have a material adverse effect on ourmargins.

Risks Related to Our Business

We may be unsuccessful in achieving broad market education and changing consumer purchasing habits.

Our success and future growth largely depend on our ability to increase consumer awareness of our platform and offerings, and on thewillingness of consumers to utilize our platform to access information, discounted prices for prescription medications and other healthcareproducts and services, including telehealth services. We believe the vast majority of consumers make purchasing decisions for healthcareproducts and services on the basis of traditional factors, such as insurance coverage, availability at nearby pharmacies and availability ofnearby medical testing. This traditional decision-making process does not always account for restrictive and complex insurance plans, highdeductibles, expensive co-pays and other factors, such as discounts or savings available at alternative pharmacies or practices. Toeffectively market our platform, we must educate consumers about the various purchase options and the benefits of using GoodRx codeswhen purchasing prescription medications and other healthcare products and services without using their health insurance benefits. Wefocus our marketing and education efforts on consumers, but also aim to educate and inform healthcare providers, pharmacists and otherparticipants that interact with consumers, including at the point of purchase. However, we cannot assure you that we will be successful inchanging consumer purchasing habits or that we will achieve broad market education or awareness among consumers. Even if we are ableto raise awareness among consumers, they may be slow in changing their habits and may be hesitant to use our platform for a variety ofreasons, including:

• lack of experience with our company and platform, and concerns that we are relatively new to the industry;

• perceived health, safety or quality risks associated with the use of a new platform and applications to shop for discounted pricesfor prescription medications;

• lack of awareness that there is a disparity of pricing for prescription medicines and other medical products and services;

• perception that our platform does not provide adequate discounted prices or only offers savings for a limited selection ofprescription medications;

• perception that discounted prices offered through our platform are less competitive than insurance coverage;

• perception regarding acceptance rates of pharmacies for our GoodRx codes available through our platform;

• traditional or existing relationships with pharmacies, pharmacists or other providers that sell healthcare products and services;

• concerns about the privacy and security of the data that consumers share with or through our platform;

• competition and negative selling efforts from competitors, including competing platforms and price matching programs; and

• perception regarding the time and complexity of using our platform or using and applying our GoodRx codes available through ourplatform at the point of purchase.

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If we fail to achieve broad market education of our platform and/or the options for purchasing healthcare products and services, or ifwe are unsuccessful in changing consumer purchasing habits, our business, financial condition and results of operations would be adverselyaffected.

We may be unable to continue to attract, acquire and retain consumers, or may fail to do so in a cost-effective manner.

Our success depends in part on our ability to cost-effectively attract and acquire new consumers, retain our existing consumers andencourage our consumers to continue to utilize our platform when making purchasing decisions for prescription medications and otherhealthcare products and services. To expand our base of consumers, we must appeal to consumers who have historically used traditionaloutlets for their healthcare products and services, and who may be unaware of the possibility or benefits of using discounted prices topurchase healthcare products and services outside of insurance programs. We have made significant investments related to consumeracquisition and expect to continue to spend significant amounts to acquire additional customers. We cannot assure you that this spending willbe effective or that revenue from new consumers that we acquire will ultimately exceed the cost of acquiring those consumers. If we fail todeliver reliable and significant discounted prices for prescription medications, we may be unable to acquire or retain consumers. If we areunable to acquire or retain consumers who use our platform in volumes and with recurrence sufficient to grow our business, we may beunable to maintain the scale necessary for operational efficiency and to drive beneficial and self-reinforcing network effects across thebroader healthcare ecosystem, including pharmacies, PBMs, pharmaceutical manufacturers and telehealth providers. Consequently, we maynot be able to present the same quality or range of solutions on our platform or otherwise, which may adversely impact consumer interest inour platform, in which case our business, financial condition and results of operations would be adversely affected.

We believe that our paid and non-paid marketing initiatives have been critical in promoting consumer awareness of our platform andofferings, which in turn has driven new consumer growth and increased the extent to which existing consumers have used our platform. Ourpaid marketing initiatives include television, search engine marketing, mail to consumers and healthcare provider offices, email, display, radioand magazine advertising and social media marketing. For example, we actively market our platform and offerings through television and werely on direct mail to distribute marketing materials to consumers. If we are unable to cost-effectively market to consumers and drive traffic toour apps and websites, our ability to acquire new consumers and our financial condition would be materially and adversely affected. We alsobuy search advertising primarily through search engines such as Google and Bing, and use internal analytics and external vendors for bidoptimization and channel strategy. Our non-paid advertising efforts include search engine optimization, non-paid social media and e-mailmarketing. Search engines frequently modify their search algorithms and these changes can cause our websites to receive less favorableplacements, which could reduce the number of consumers who visit our websites. The costs associated with advertising through searchengines can also vary significantly from period to period, and have generally increased over time. We may be unable to modify our strategiesin response to any future search algorithm changes made by the search engines, which could require a change in the strategy we use togenerate consumer traffic to our websites. In addition, our websites must comply with search engine guidelines and policies, which arecomplex and may change at any time. If we fail to follow such guidelines and policies properly, search engines may rank our content lower insearch results or could remove our content altogether from their indices. Although consumer traffic to our apps is not reliant on searchresults, growth in mobile device usage may not decrease our overall reliance on search results if consumers use our mobile websites ratherthan our apps or use search to initially find our apps. In fact, growth in mobile device usage may exacerbate the risks associated with howand where our websites are displayed in search results because mobile device screens are smaller than desktop computer screens andtherefore display fewer search results.

In addition, we actively encourage new and existing consumers to use our apps to access our platform. We believe that our apps helpto facilitate increased consumer retention and that consumers that access our platform through our apps are more likely to utilize GoodRxcodes at the final point of purchase. While we have invested and will continue to invest in the development of our apps to improve consumerutilization, there can be no assurance that our efforts to drive adoption and use of our apps will be effective.

Our consumer education, acquisition and retention initiatives can be expensive and may be ineffective in driving consumer educationor interest in our platform. Further, if new or existing consumers do not perceive that the discounted prices presented through our platformare reliable or meaningful, or if we fail to offer new and relevant offerings and application features, we may not be able to attract or retainconsumers or increase the extent to which they use our platform and applications for other or future purchases. If we fail to continue to growour base of consumers, retain existing consumers or increase consumer engagement, our business, financial condition and results ofoperations would be adversely affected.

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We rely significantly on our prescription offering and may not be successful in expanding our offerings within our markets,particularly the U.S. prescriptions market, or to other segments of the healthcare industry.

To date, the vast majority of our revenue has been, and we expect it to continue to substantially be, derived from our prescriptionoffering. When a consumer uses a GoodRx code to fill a prescription and saves money compared to the list price at that pharmacy, wereceive fees from our partners, primarily PBMs. Revenue from our prescription offering represented 97% and 94% of our revenue for 2018and 2019, respectively, and 95% and 90% for the nine months ended September 30, 2019 and 2020, respectively. Substantially all of thisrevenue was generated from consumer transactions at brick and mortar pharmacies. In addition, we have experienced a significant increasein revenue generated by our telehealth offerings. The introduction of competing offerings with lower prices for consumers, fluctuations inprescription prices, changes in consumer purchasing habits, including an increase in the use of mail-order prescriptions, changes in theregulatory landscape, and other factors could result in changes to our contracts or a decline in our revenue, which may have an adverseeffect on our business, financial condition and results of operations. Because we derive a vast majority of our revenue from our prescriptionoffering, any material decline in the use of such offering or in the fees we receive from our partners in connection with such offering wouldhave a pronounced impact on our future revenue and results of operations, particularly if we are unable to expand our offerings overall.

We seek to expand our offerings within the prescriptions market, the pharmaceutical manufacturer solutions market and the telehealthmarket in the United States. For example, within the prescriptions market, we developed our subscription offerings, Gold and Kroger Savingsin 2017 and 2018, respectively. Additionally, we have expanded into the pharmaceutical manufacturer solutions markets with ourpharmaceutical manufacturer solutions offering. We have also expanded into the telehealth market through our acquisition and integration ofHeyDoctor in 2019 and the launch of the GoodRx Telehealth Marketplace, which is a marketplace designed to bring third party providers toour ecosystem so that we can provide consumers with a breadth of services in a single platform, in 2020. We are actively investing in each ofthese growth areas. However, expanding our offerings and entering into new markets requires substantial additional resources, and ourability to succeed is not certain. During and following periods of active investment, we may experience a decrease in profitability or margins,particularly if the area of investment generates lower margins than our other offerings. For example, HeyDoctor generates substantially lowermargins than our other offerings and we expect that it will continue to do so for the foreseeable future. As we expand our offerings, we willneed to take additional steps, such as hiring additional personnel, partnering with new third parties and incurring considerable research anddevelopment expenses, in order to pursue such an expansion successfully. Any such expansion would be subject to additional uncertaintiesand would likely be subject to additional laws and regulations. As a result, we may not be successful in future efforts to expand into orachieve profitability from new markets, new business models or strategies or new offering types, and our ability to generate revenue from ourcurrent offerings and continue our existing business may be negatively affected. If any such expansion does not enhance our ability tomaintain or grow revenue or recover any associated development costs, our business, financial condition and results of operations could beadversely affected.

Our business is subject to changes in medication pricing and is significantly impacted by pricing structures negotiated byindustry participants.

Our platform aggregates and analyzes pricing data from a number of different sources. The discounted prices that we present throughour platform are based in large part upon pricing structures negotiated by industry participants. We do not control the pricing strategies ofpharmaceutical manufacturers, wholesalers, PBMs and pharmacies, each of which is motivated by independent considerations and driversthat are outside our control and has the ability to set or significantly impact market prices for different prescription medications. While wehave contractual and non-contractual relationships with certain industry participants, such as pharmacies, PBMs and pharmaceuticalmanufacturers, these and other industry participants often negotiate complex and multi-party pricing structures, and we have no control overthese participants and the policies and strategies that they implement in negotiating these pricing structures.

Pharmaceutical manufacturers generally direct medication pricing by setting medication list prices and offering rebates and discountsfor their medications. List prices are impacted by, among other things, market considerations such as the number of competitor medicationsand availability of alternative treatment options. Wholesalers can impact medication pricing by purchasing medications in bulk frompharmaceutical manufacturers and then reselling such medications to pharmacies. PBMs generally impact medication pricing through theirbargaining power, negotiated rebates with pharmaceutical manufacturers and contracts with different pharmacy providers and healthinsurance companies. PBMs work with pharmacies to determine the negotiated rate that will be paid at the pharmacy by consumers.Medication pricing is also impacted by health insurance companies and the extent to which a health insurance plan provides for, among otherthings, covered medications, preferred tiers for different medications and high or low deductibles. Approximately 90% of the total prescriptionvolume and 26% of prescription spending in the United States was for generic forms of medication in 2018,

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with the remainder being brand medications, according to a report by the IQVIA Institute. Similar to the total prescription volume in the UnitedStates, a vast majority of the utilization of our platform relates to generic medications.

Our ability to present discounted prices through our platform, the value of any such discounts and our ability to generate revenue aredirectly affected by the pricing structures in place amongst these industry participants, and changes in medication pricing and in the generalpricing structures that are in place could have an adverse effect on our business, financial condition and results of operations. For example,changes in the negotiated rates of the PBMs on our platform at pharmacies could negatively impact the prices that we present through ourplatform, and changes in insurance plan coverage for specific medications could reduce demand for and/or our ability to offer competitivediscounts for certain medications, any of which could have an adverse effect on our ability to generate revenue and business. In addition,changes in the fee and pricing structures among industry participants, whether due to regulatory requirements, competitive pressures orotherwise, that reduce or adversely impact fees generated by PBMs would have an adverse effect on our ability to generate revenue andbusiness. Due in part to existing pricing structures, we generate a small portion of our revenue through contracts with pharmaceuticalmanufacturers and other intermediaries. Changes in the roles of industry participants and in general pricing structures, as well as pricecompetition among industry participants, could have an adverse impact on our business. For example, integration of PBMs and pharmacyproviders could result in pricing structures whereby such entities would have greater pricing power and flexibility or industry players couldimplement direct to consumer initiatives that could significantly alter existing pricing structures, either of which would have an adverse impacton our ability to present competitive and low prices to consumers and, as a result, the value of our platform for consumers and our results ofoperations.

We generally do not control the categories and types of prescriptions for which we can offer savings or discounted prices.

The categories and brands of medications for which we can present discounted prices are largely determined by PBMs. PBMs workwith insurance companies, employers and other organizations and enter into contracts with pharmacies to determine negotiated rates. Theyalso negotiate rebates with pharmaceutical manufacturers. The terms that different PBMs negotiate with each pharmacy are generallydifferent and result in different negotiated rates available via each PBM’s network, all of which is outside our control. Different PBMs prioritizeand allocate discounts across different medications, and continuously update these allocations in accordance with their internal strategiesand expectations. As we have agreements with PBMs to market their negotiated rates through our platform, our ability to present discountedprices is dependent upon the arrangements that PBMs have negotiated with pharmacies and upon the resulting availability and allocation ofdiscounts for medications subject to these arrangements. In general, industry participants are less likely to allocate or provide for discounts orrebates on brand medications that are covered by patents. As a result, the discounted prices that we are able to present for brandmedications may not be as competitive as for generic medications. Similar to the total prescription volume in the United States, the vastmajority of the utilization of our platform relates to generic medications.

Changes in the categories and types of medications for which we can present pricing through our platform could have an adverseeffect on our business, financial condition and results of operations. In addition, demand for our offerings and the use and utility of ourplatform is impacted by the value of the discounts that we are able to present and the extent to which there is inconsistency in the price of aparticular prescription across the market. If pharmacies, PBMs or others do not allocate or otherwise facilitate adequate discounts for thesemedications, or if there is significant price similarity or competition across PBMs and pharmacies, the perceived value of our platform and thedemand for our offerings would decrease and there would be a significant impact on our business, financial condition and results ofoperations.

We rely on a limited number of industry participants.

There is currently significant concentration in the U.S. healthcare industry, and in particular there are a limited number of PBMs,including pharmacies’ in-house PBMs, and a limited number of national pharmacy chains. If we are unable to retain favorable contractualarrangements with our PBMs, including any successor PBMs should there be further consolidation of PBMs, we may lose them ascustomers, or the negotiated rates provided by such PBMs may become less competitive, which could have an adverse impact on thediscounted prices we present through our platform.

A limited number of PBMs generate a significant percentage of the discounted prices that we present through our platform and, as aresult, we generate a significant portion of our revenue from contracts with a limited number of PBMs. We work with more than a dozenPBMs that maintain cash networks and prices, and the number of PBMs we work with has significantly increased over time, limiting theextent to which any one PBM contributes to our overall revenue; however, we may not expand beyond our existing PBM partners and thenumber of our PBM partners may even decline. Our three largest

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PBM partners accounted for 61% of our revenue in 2018, 55% of our revenue in 2019. Our three largest PBM partners accounted for 44% ofour revenue in the nine months ended September 30, 2020. Revenue from each PBM fluctuates from period to period as the discounts andprices available through our platform change, and different PBMs experience increases and decreases in the volume of transactionsprocessed through their respective networks. In 2018, Optum, Navitus and MedImpact each accounted for more than 10% of revenue. In2019, Navitus and MedImpact each accounted for more than 10% of revenue, and in the nine months ended September 30, 2020, Navitus,MedImpact and Express Scripts each accounted for more than 10% of revenue. The loss of any of these large PBMs may negatively impactthe breadth of the pricing that we are able to offer consumers.

Most of our PBM contracts provide for monthly payments from PBMs, including our contracts with MedImpact, Navitus and Optum. OurPBM contracts generally can be divided into two categories: PBM contracts featuring a percentage of fee arrangement, where fees are apercentage of the fees that PBMs charge to pharmacies, and PBM contracts featuring a fixed fee per transaction arrangement. Ourpercentage of fee contracts often also include a minimum fixed fee per transaction. The majority of our PBM contracts, including ourcontracts with MedImpact and Navitus, are percentage of fee contracts, and a minority of our contracts, including our PBM contract withOptum, provide for fixed fee per transaction arrangements. Our PBM contracts generally, including our contracts with MedImpact, Navitusand Optum, have a tiered fee structure based on volume generated in the applicable payment period. Our PBM contracts, including ourcontracts with MedImpact, Navitus and Optum, do not contain minimum volume requirements, and thus do not provide for any assurance asto minimum payments to us. Our PBM contracts generally renew automatically, including our contracts with MedImpact, Navitus and Optum.In addition, our PBM contracts generally provide for continuing payments to us after such contracts are terminated, including our contractswith MedImpact, Navitus and Optum. Some of our PBM contracts provide for these continuing payments for so long as negotiated ratesrelated to the applicable PBM contract continue to be used after termination, and other contracts provide for these continuing payments forspecified multi-year payment periods after termination. Our contracts with MedImpact, Navitus and Optum provide for periods of five years,three years and three years, respectively, during which payments will be made as negotiated rates related to the applicable PBM contractcontinue to be used. Between contract renewals, our contracts generally provide for limited termination rights and do not provide fortermination for convenience. None of our contracts with MedImpact, Navitus and Optum provide for termination for convenience.

In addition, our PBM contracts typically include provisions that prevent PBMs from circumventing our platform, redirecting volumesoutside of our platform and other protective measures. For example, our PBM contracts, including our contracts with MedImpact, Navitus andOptum, contain provisions that limit PBM use of our intellectual property related to our brand and platform and require PBMs to maintain theconfidentiality of our data. While we have consistently renewed and extended the term of our contracts with PBMs over time, there can be noassurance that PBMs will enter into future contracts or renew existing contracts with us, or that any future contracts they enter into will be onequally favorable terms. Changes that limit or otherwise negatively impact our ability to receive fees from these partners would have anadverse effect on our business, financial condition and results of operations. Consolidation of PBMs or the loss of a PBM could negativelyimpact the discounts and prices that we present through our platform and may result in less competitive discounts and prices on our platform.

Our consumers use GoodRx codes at the point of purchase at nearby pharmacies. These codes can be used at over 70,000pharmacies in the United States. The U.S. prescriptions market is dominated by a limited number of national and regional pharmacy chains,such as CVS, Kroger, Walmart and Walgreens. These pharmacy chains represent a significant portion of overall prescription medicationtransactions in the United States. Similarly, a significant portion of our discounted prices are used at a limited number of pharmacy chainsand, as a result, a significant portion of our revenue is derived from transactions processed at a limited number of pharmacy chains.

We do not generate a significant percentage of revenue from mail-order prescriptions or mail-order pharmacies. If one or more ofthese pharmacy chains terminates its cash network contracts with PBMs that we work with or enters into cash network contracts with PBMsthat we work with at less competitive rates, our business may be negatively affected. This could be exacerbated by further consolidation ofPBMs or pharmacy chains. If such changes, individually or in the aggregate, are material, they would have an adverse effect on ourbusiness, results of operations and financial condition. If there is a decline in revenue generated from any of the PBMs we contract with, as aresult of consolidation of PBMs or pharmacy chains, pricing competition among industry participants or otherwise, if we are unable tomaintain or grow our relationships with PBMs or if we lose one or more of the PBMs we contract with and cannot replace the PBM in a timelymanner or at all, there would be an adverse effect on our business, financial condition and results of operations.

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We operate in a very competitive industry and we may fail to effectively differentiate our offerings and services from those ofour competitors, which could impair our ability to attract and acquire new consumers and retain existing consumers.

The U.S. prescriptions market, pharmaceutical manufacturer solutions market and telehealth market are highly competitive and subjectto ongoing innovation and development. Our ability to remain competitive is dependent upon our ability to appeal to consumers and attractand acquire new consumers to our platform, including through our apps. Our ability to remain competitive is also dependent upon our abilityto retain existing consumers and encourage them to continue to use our platform as a tool for purchasing healthcare products and services.We operate in a highly competitive environment and in an industry that is subject to significant market pressures brought about by consumerdemands, a limited number of major PBMs, fluctuations in medication pricing, legislative and regulatory activity, significant changes indemand and interest in telehealth and other market factors.

We compete with companies that provide savings on prescriptions, as well as companies that offer telehealth services and advertisingand market access for pharmaceutical manufacturers. Within the prescriptions market, our competition is fragmented and consists ofcompetitors that are smaller than us in scale. There can be no assurance that competitors will not develop and market similar offerings toours, or that industry participants, such as integrated PBMs and pharmacy providers, will not seek to leverage our platform to drive consumerdemand and traffic to their networks and eventually away from, or outside of, our platform. We may face increased competition from thosethat attempt to replicate our business model or marketing tactics, such as discount websites, apps, cash back and loyalty programs and newcomparison shopping sites from various industry participants, any of which could impact our ability to attract and retain consumers. We alsoface competition in the telehealth market from a range of companies, including providers of telehealth services that are larger than us, andwhich usually provide telehealth services on behalf of employers and insurance plans, such as Teladoc, Amwell, MDLIVE, and Doctor onDemand. Our pharmaceutical manufacturer solutions offering competes for advertising and market access budget allocation againsttraditional direct to consumer and other platforms on which pharmaceuticals manufacturers can reach consumers, such as throughphysicians, health-related apps and websites, television advertisements and services supporting patient access. A competitor’s offerings,reputation and marketing strategies can have a substantial impact on its ability to attract and retain consumers, and we may face competitionfrom existing or new market entrants with greater resources and better offerings, reputations and market strategies, which would have anegative impact on our business. Any such competitor may be better able to respond quickly to new technologies, develop deeperrelationships with consumers and industry participants, including pharmacies, PBMs and telehealth providers, or offer more competitivediscounts or pricing. While we negotiate protective terms related to our discounted prices, our intellectual property and our consumers withPBMs, our contacts with these parties are not exclusive and PBMs work with others in the industry to drive volume to their networks. Forexample, our contracts include provisions that, among others, restrict the ability of PBMs to compete with us and solicit our consumers. Weaim to differentiate our business through scale and by innovating and delivering offerings and services, including medical care and advicethrough our telehealth offerings, that demonstrate value to consumers and to our existing consumers, particularly in response to frequentchanges in medication pricing and the cost of medical care. Our failure to innovate and deliver offerings and services that demonstrate value,or to market such offerings and services effectively, may affect our ability to acquire or retain consumers, which could have a materialadverse effect on our business, results of operations and financial condition.

We may also face competition from companies that we do not yet know about. If existing or new companies develop or market anoffering similar to ours, develop an entirely new solution for access to affordable healthcare, acquire one of our existing competitors or form astrategic alliance with one of our competitors or other industry participants, our ability to compete effectively could be significantly impacted,which would have a material adverse effect on our business, results of operations and financial condition.

A pandemic, epidemic or outbreak of an infectious disease in the United States, including the outbreak of COVID-19, couldimpact our business.

COVID-19 has spread to almost every country in the world and all 50 states within the United States. Global health concerns relatingto the outbreak of COVID-19 have been weighing on the macroeconomic environment, and the outbreak has significantly increasedeconomic uncertainty. GoodRx is closely monitoring how the spread of COVID-19 is affecting its employees, customers and businessoperations. The outbreak has resulted in authorities implementing numerous measures to try to contain the virus, such as travel bans andrestrictions, quarantines, shelter-in-place orders, and business shutdowns. In particular for our business, governmental authorities have alsorecommended, and in certain cases, required, that elective or other medical appointments be suspended or cancelled to avoid non-essential patient exposure to medical environments and potential infection. These and other measures have not only negatively impactedconsumer spending and business spending habits, they have adversely impacted and may further impact our workforce and operations andthe

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operations of healthcare professionals, pharmacies, consumers, PBMs and others in the broader healthcare ecosystem. Although certain ofthese measures are beginning to ease in some geographic regions, overall measures to contain the COVID-19 outbreak may remain in placefor a significant period of time, and certain geographic regions are experiencing a resurgence of COVID-19 infections. The duration andseverity of this pandemic is unknown and the extent of the business disruption and financial impact depend on factors beyond our knowledgeand control.

Given the uncertainty around the duration and extent of the COVID-19 pandemic, we expect the evolving COVID-19 pandemic tocontinue to impact our business, financial condition, results of operations and liquidity, but cannot accurately predict at this time the futurepotential impact on our business, financial condition, results of operations or liquidity. Various government measures, community self-isolation practices and shelter-in-place requirements, as well as the perceived need by individuals to continue such practices to avoidinfection, have generally reduced the extent to which consumers visit healthcare professionals in-person, seek treatment for certainconditions or ailments, and receive and fill new prescriptions. Consumers may also increasingly elect to receive prescriptions by mail orderinstead of at the pharmacy, which could have an adverse impact on our prescription offering. In addition, many pharmacies and healthcareproviders have reduced staffing, closed locations or otherwise limited operations, and many prescribing healthcare professionals havereduced or postponed treatment of certain patients. The number of Monthly Active Consumers and our prescription offering were adverselyimpacted in the second and third quarters of 2020 by consumers’ decisions to avoid visiting healthcare professionals and pharmacies in-person, which we believe has had a similar effect across the industry. Any decrease in the number of consumers seeking to fill prescriptionscould negatively impact demand for and use of certain of our offerings, particularly our prescription offering, which would have an adverseeffect on our business, financial condition and results of operations.

Conversely, pandemics, epidemics and outbreaks may significantly and temporarily increase demand for our telehealthofferings. COVID-19 has significantly accelerated the awareness and use of our telehealth offerings, including demand for our HeyDoctoroffering and the utilization of our GoodRx Telehealth Marketplace. While we have experienced a significant increase in demand for thetelehealth offerings, there can be no assurance that the levels of interest, demand and use of our telehealth offerings will continue at currentlevels or will not decrease during or after the pandemic. Any such decrease could have an adverse effect on our growth and the success ofour telehealth offerings.

The spread of COVID-19 has also caused us to modify our business practices (including employee travel, employee work locations,and the cancellation of physical participation in meetings, events and conferences), and we may take further actions as may be required bygovernment authorities or that we determine are in the best interests of our employees, consumers and partners. For example, we haveimplemented work-from-home measures, which have required us to provide technical support to our employees to enable them to connect toour systems from their homes. In addition, COVID-19 and the determination of appropriate measures and business practices has divertedmanagement’s time and attention. If our employees are not able to effectively work from home, or if our employees contract COVID-19 oranother contagious disease due to their return to work or otherwise, we may experience a decrease in productivity and operational efficiency,which would negatively impact our business, financial condition and results of operations. There is also no certainty that the measures wehave taken to mitigate the impact of COVID-19 on our business will be sufficient or otherwise be satisfactory to government authorities.Further, because most of our employees are working remotely in connection with the COVID-19 pandemic, we may experience an increasedrisk of security breaches, loss of data, and other disruptions as a result of accessing sensitive information from remote locations.

While the potential economic impact brought by and the duration of any pandemic, epidemic or outbreak of an infectious disease,including COVID-19, may be difficult to assess or predict, the widespread COVID-19 pandemic has resulted in, and may continue to result in,significant disruption of global financial markets, reducing our ability to access capital, which could in the future negatively affect our liquidity.

The full extent to which the outbreak of COVID-19 will impact our business, results of operations and financial condition is stillunknown and will depend on future developments, which are highly uncertain and cannot be predicted, including, but not limited to, theduration and spread of the outbreak, its severity, the actions to contain the virus or treat its impact, and how quickly and to what extentnormal economic and operating conditions can resume. Even after the outbreak of COVID-19 has subsided, we may experience materiallyadverse impacts to our business as a result of its global economic impact, including any recession that has occurred or may occur in thefuture.

To the extent the COVID-19 pandemic adversely affects our business, financial condition and results of operations, it may also havethe effect of heightening many of the other risks described in this Part II, Item 1A, “Risk Factors.”

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Our estimated addressable market is subject to inherent challenges and uncertainties. If we have overestimated the size ofour addressable market or the various markets in which we operate, our future growth opportunities may be limited.

Our total addressable market (“TAM”), as estimated in our Prospectus, is based on internal estimates and third-party estimatesregarding the size of each of the U.S. prescriptions market, pharmaceutical manufacturer solutions market and telehealth market, and issubject to significant uncertainty and is based on assumptions that may not prove to be accurate. In particular, we calculated the TAM for ourprescription opportunity based on data from the Centers for Medicare & Medicaid Services (“CMS”) regarding the expected size of the U.S.prescription market in 2020, plus our estimated value of prescriptions that are written but not filled. This estimate is based on third-partyreports and is subject to significant assumptions and estimates. Additionally, we calculated the TAM for our pharmaceutical manufacturersolutions opportunity based on data published in an article in the Journal of the American Medical Association regarding the amount ofadvertising and marketing spending by U.S. pharmaceutical manufacturers in 2016. We calculated the TAM for our telehealth opportunitybased on a report by McKinsey & Company regarding the extent to which amounts spent on outpatient office and home health visits in 2020can be addressed via telehealth offerings. These estimates, as well as the estimates and forecasts in our Prospectus relating to the size andexpected growth of the markets in which we operate, may change or prove to be inaccurate. While we believe the information on which webase our TAM is generally reliable, such information is inherently imprecise. In addition, our expectations, assumptions and estimates offuture opportunities are necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those describedherein. If third-party or internally generated data prove to be inaccurate or we make errors in our assumptions based on that data, our futuregrowth opportunities may be affected. Additionally, our TAM for our prescription offering includes medications for which we are currently notable to offer savings on the prices paid by non-insured and insured consumers and for which we may not be able to provide savings on in thefuture. If our TAM, or the size of any of the various markets in which we operate, proves to be inaccurate, our future growth opportunities maybe limited and there could be a material adverse effect on our prospects, business, financial condition and results of operations.

We calculate certain operational metrics using internal systems and tools and do not independently verify such metrics.Certain metrics are subject to inherent challenges in measurement, and real or perceived inaccuracies in such metrics may harmour reputation and negatively affect our business.

We present certain operational metrics in our SEC filings, including Monthly Active Consumers, Monthly Visitors, GMV, savings andother metrics. We calculate these metrics using internal systems and tools that are not independently verified by any third party. Thesemetrics may differ from estimates or similar metrics published by third parties or other companies due to differences in sources,methodologies or the assumptions on which we rely. Our internal systems and tools have a number of limitations, and our methodologies fortracking these metrics may change over time, which could result in unexpected changes to our metrics, including the metrics we publiclydisclose on an ongoing basis. If the internal systems and tools we use to track these metrics undercount or overcount performance or containalgorithmic or other technical errors, the data we present may not be accurate. While these numbers are based on what we believe to bereasonable estimates of our metrics for the applicable period of measurement, there are inherent challenges in measuring savings, the use ofour platform and offerings and other metrics. For example, we believe that there are consumers who access our offerings through multipleaccounts or channels, and that there are groups of consumers, such as families, who access our offerings through single accounts orchannels, both of which impact our number of Monthly Visitors, as each channel is counted independently. In addition, limitations or errorswith respect to how we measure data or with respect to the data that we measure may affect our understanding of certain details of ourbusiness, which would affect our long-term strategies. If our operating metrics or our estimates are not accurate representations of ourbusiness, or if investors do not perceive our operating metrics to be accurate, or if we discover material inaccuracies with respect to thesefigures, our reputation may be significantly harmed, and our operating and financial results could be adversely affected.

The telehealth market is immature and volatile, and if it does not develop, or if it develops more slowly than we expect, thegrowth of our business will be harmed.

The telehealth market is relatively new and unproven, and it is uncertain whether it will achieve and sustain high levels of demand,consumer acceptance and market adoption. The success of our telehealth offerings will depend to a substantial extent on the willingness ofour consumers to use, and to increase the frequency and extent of their utilization of, our platform, as well as on our ability to demonstratethe value of telehealth to employers, health plans, government agencies and other purchasers of healthcare for beneficiaries. Furthermore,the GoodRx Telehealth Marketplace will require marketplace participants to offer their services and for consumers to purchase such servicesif it is to be successful. If any of these events do not occur or do not occur quickly, it could have a material adverse effect on our business,financial condition and results of operations.

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Our telehealth offerings depend in part on our ability to maintain and expand a network of skilled telehealth providers.

The success of our telehealth offerings, including HeyDoctor and the GoodRx Telehealth Marketplace, depends in part on ourcontinued ability to maintain a network of skilled and qualified telehealth providers. With respect to the GoodRx Telehealth Marketplace inparticular, we are dependent on third-party entities, which we do not own or control, to provide healthcare services to consumers. There issignificant competition in the telehealth market for qualified telehealth providers, and if we are unable to recruit or retain physicians and otherhealthcare professionals and service providers, it would negatively impact the growth of our telehealth offerings and would have a materialadverse effect on our business, financial condition and results of operations.

Negative media coverage could adversely affect our business.

We receive a high degree of media coverage in the United States. Unfavorable publicity regarding, for example, the healthcareindustry, litigation or regulatory activity, the actions of the entities included or otherwise involved in our platform, negative perceptions ofprescriptions included on our platform, medication pricing, pricing structures in place amongst the industry participants, our data privacy ordata security practices, our platform or our revenue could materially adversely affect our reputation. Such negative publicity also could havean adverse effect on our ability to attract and retain consumers, partners, or employees, and result in decreased revenue, which wouldmaterially adversely affect our business, financial condition and results of operations.

We may be unable to successfully respond to changes in the market for prescription pricing, and may fail to maintain andexpand the use of GoodRx codes through our apps and websites.

In recent years, we believe that consumer preferences and access to prescription medication discounts has increasingly shifted fromtraditional offline or analog channels, such as newspapers and by direct mail, to digital or electronic channels, such as apps, websites and byemail. It is difficult to predict whether the pace of the transition from traditional to digital channels will continue at the same rate and whetherthe growth of the digital channel will continue. While we actively promote the use of our apps and websites, if the demand for digital channelsdoes not continue to grow as we expect, or if we fail to successfully address this demand through our platforms, our business could beharmed. Consumer access and preferences for purchasing medications may evolve in ways which may be difficult to predict. Further, ifPBMs or pharmacy chains elect to directly distribute pricing information through their own digital channels, or if new or existing competitorsare faster or better at addressing consumer demand and preferences for digital channels, or are able to offer more accessible discountedprices to consumers, our ability and success in presenting discounted prices on our platform may be impeded and our business, financialcondition and results of operations would be adversely affected. If we cannot maintain a sufficient offering of discounted prices on ourplatform, new consumers and existing consumers may perceive our platform as less relevant, consumer traffic to our platform could declineand, as a result, new consumers and existing consumers may decrease their use of our platform or subscription offerings, which would affectour contracts with certain partners included or otherwise involved in our platform and have a material adverse effect on our business,financial condition and results of operations.

We may be unable to maintain a positive perception regarding our platform or maintain and enhance our brand.

A decrease in the quality or perceived quality of the discounted prices available through our platform, or of our telehealth offerings,including HeyDoctor and the GoodRx Telehealth Marketplace, could harm our reputation and damage our ability to attract and retainconsumers and partners included or otherwise involved in our platform, which could adversely affect our business. Many factors that impactthe perception of our offerings are beyond our control. For example, the success and perception of the GoodRx Telehealth Marketplacedepends in part on the number, availability, and quality of service delivered by the telehealth providers included on the marketplace. While wecan control which providers we include on the GoodRx Telehealth Marketplace, there can be no assurance that all such providers willconsistently deliver the quality of service necessary to fulfill consumer expectations, and any negative experiences could have an adverseimpact on our brand and reputation, which could impact consumer demand for our telehealth offerings and the extent to which providers seekto be included on or associated with the marketplace.

Maintaining and enhancing our GoodRx brand and the branding and image of our various offerings, such as HeyDoctor, is critical toour business and our ability to attract new and existing consumers to our platform. We expect that the promotion of our brand will require usto make substantial investments and as our market becomes more competitive, these branding initiatives may become increasingly difficultand expensive. The successful promotion of our brand will

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depend largely on our marketing and public relations efforts. If we do not successfully maintain and enhance our brand, we could loseconsumer traffic, which could, in turn, cause PBMs and others to terminate or reduce the extent of their relationship with us. Our brandpromotion activities may not be successful or may not yield net revenues sufficient to offset this cost, which could adversely affect ourreputation and business.

We have identified material weaknesses in our internal control over financial reporting and may identify material weaknessesin the future or otherwise fail to maintain an effective system of internal controls in the future, as a result of which, we may not beable to accurately report our financial condition or results of operations, which may adversely affect investor confidence in us and,as a result, the value of our Class A common stock.

As a public company, we are required to comply with the requirements of The Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”).Under Section 404 of the Sarbanes-Oxley Act, we will be required to furnish a report by management on, among other things, theeffectiveness of our internal control over financial reporting beginning with our Annual Report on Form 10-K for the year ended December 31,2021. This assessment will need to include disclosure of any material weaknesses identified in our internal control over financial reporting. Amaterial weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonablepossibility that a material misstatement of a company’s annual and interim financial statements will not be detected or prevented on a timelybasis.

In connection with the preparation of our financial statements for 2019, we identified certain control deficiencies in the design andoperation of our internal control over financial reporting that constituted material weaknesses. The material weaknesses are:

• We did not design or maintain an effective control environment commensurate with our financial reporting requirements. Welacked a sufficient number of professionals with an appropriate level of accounting knowledge, training and experience toappropriately analyze, record and disclose accounting matters timely and accurately. Additionally, the limited personnel resulted inan inability to consistently establish appropriate authorities and responsibilities in pursuit of our financial reporting objectives, asdemonstrated by, amongst other things, insufficient segregation of duties in our finance and accounting functions.

• We did not effectively design and maintain controls in response to the risks of material misstatement. Specifically, changes toexisting controls or the implementation of new controls have not been sufficient to respond to changes to the risks of materialmisstatement to financial reporting, due in part to acquisitions and other changes to our business.

These material weaknesses contributed to the following additional material weaknesses:

• We did not design and maintain formal accounting policies, processes and controls to analyze, account for and disclose complextransactions.

• We did not design and maintain formal accounting policies, procedures and controls to achieve complete, accurate and timelyfinancial accounting, reporting and disclosures, including controls over the preparation and review of business performancereviews, account reconciliations and journal entries. Additionally, we did not design and maintain controls over the classificationand presentation of accounts and disclosures in the financial statements.

• We did not design and maintain effective controls over certain information technology (IT) general controls for information systemsthat are relevant to the preparation of our financial statements. Specifically, we did not design and maintain: (i) program changemanagement controls to ensure that IT program and data changes affecting financial IT applications and underlying accountingrecords are identified, tested, authorized, and implemented appropriately; (ii) user access controls to ensure appropriatesegregation of duties and that adequately restrict user and privileged access to certain financial applications, programs and datato appropriate company personnel; (iii) computer operations controls to ensure that critical batch jobs are monitored and databackups are authorized and monitored, and (iv) testing and approval controls for program development to ensure that newsoftware development is aligned with business and IT requirements.

These material weaknesses resulted in adjustments identified by our independent registered public accounting firm and recorded by usprimarily related to goodwill, capitalized software, leases, debt extinguishment, revenue recognition and sales allowances. These materialweaknesses could result in a misstatement of our accounts or disclosures that would result in a material misstatement to the annual orinterim consolidated financial statements that would not be prevented or detected.

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Our management and independent registered public accounting firm did not perform an evaluation of our internal control over financialreporting during any period in accordance with the provisions of Sarbanes-Oxley Act. Had we performed an evaluation and had ourindependent registered public accounting firm performed an audit of our internal control over financial reporting in accordance with theprovisions of Sarbanes-Oxley Act, additional material weaknesses may have been identified. We are in the very early stages of the costlyand challenging process of compiling the system and processing documentation necessary to perform the evaluation needed to comply withSection 404(a) of Sarbanes-Oxley Act and we are taking steps to remediate the material weaknesses. Management, with the participation ofthe Audit Committee and the Board of Directors, is engaged in remedial activities to address the material weaknesses described above.Those remediation measures are ongoing and include the following:

• We have prepared a remediation plan for each of the material weaknesses and begun training process owners, evaluatingprocess adoption and monitoring results.

• We have engaged third party professionals to advise Management in connection with the remediation of each of the materialweaknesses.

• We have recently hired, and plan to continue to hire, additional accounting and IT personnel during 2020 to bolster our technicalreporting, transactional accounting and IT capabilities. We are implementing controls to formalize roles and review responsibilitiesto align with our team’s skills and experience and implement formal controls over segregation of duties.

• We are implementing procedures to identify and evaluate changes in our business and the impact on our controls.

• We are formally assessing complex accounting transactions and other technical accounting and financial reporting mattersincluding controls over the preparation and review of accounting memoranda addressing these matters. During the quarter endedSeptember 30, 2020, we implemented controls to identify complex accounting transactions and to require that the accountingimplications of such transactions are formally assessed, documented and reviewed by a relevant senior member of our accountingteam. In addition, we have engaged third party subject matter experts to advise us with respect to certain complex non-routinetransactions in addition to Management’s review of such transactions, where appropriate.

• In the first quarter of 2020, we implemented a new enterprise resource planning (“ERP”) system. We are in the process ofdesigning and implementing controls over this ERP system to, among other things, automate certain controls, enforce segregationof duties and facilitate the review of journal entries.

• We are implementing formal processes, policies, and procedures supporting our financial close process, including creatingstandard balance sheet reconciliation templates, establishing and reviewing thresholds for business performance reviews, andformalizing procedures over the review of financial statements.

• We are enhancing IT governance processes, including automating components of our change management and logical accessprocesses, enhancing role-based access and logging capabilities, implementing automated controls and implementing morerobust IT policies and procedures over change management and computer operations.

While we believe these efforts will remediate the material weaknesses, we may not be able to complete our evaluation, testing or anyrequired remediation in a timely fashion. We cannot assure you that the measures we have taken to date and actions we may take in thefuture, will be sufficient to remediate the control deficiencies that led to our material weaknesses in our internal control over financial reportingor that they will prevent or avoid potential future material weaknesses. Any failure to maintain effective internal control over financial reportingcould severely inhibit our ability to accurately report our financial condition or results of operations.

If we fail to remediate these material weaknesses or identify new material weaknesses by the time we have to issue our first Section404(a) assessment on the effectiveness of our internal control over financial reporting, we will not be able to conclude that our internal controlover financial reporting is effective, which may cause investors to lose confidence in our financial statements, and the trading price of ourClass A common stock may decline. If we fail to remedy any material weakness, our financial statements may be inaccurate, our access tothe capital markets may be restricted and the trading price of our Class A common stock may suffer.

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Use of social media, emails and text messages may adversely impact our reputation, subject us to fines or other penalties orbe an ineffective source to market our offerings.

We use social media, emails and text messages as part of our omnichannel approach to marketing and consumer outreach. Changesto these social networking services’ terms of use or terms of service that limit promotional communications, restrictions that would limit ourability or our consumers’ ability to send communications through their services, disruptions or downtime experienced by these socialnetworking services or reductions in the use of or engagement with social networking services by consumers and potential consumers couldalso harm our business. As laws and regulations rapidly evolve to govern the use of these channels, the failure by us, our employees or thirdparties acting at our direction to abide by applicable laws and regulations in the use of these channels could adversely affect our reputationor subject us to fines or other penalties. In addition, our employees or third parties acting at our direction may knowingly or inadvertentlymake use of social media in ways that could lead to the loss or infringement of intellectual property, as well as the public disclosure ofproprietary, confidential or sensitive personal information of our business, employees, consumers or others. Any such inappropriate use ofsocial media, emails and text messages could also cause reputational damage and adversely affect our business.

Our consumers may engage with us online through our social media pages, including, for example, our presence on Facebook,Instagram and Twitter, by providing feedback and public commentary about all aspects of our business. Information concerning us or ourofferings and brands, whether accurate or not, may be posted on social media pages at any time and may have a disproportionately adverseimpact on our brand, reputation or business. The harm may be immediate without affording us an opportunity for redress or correction andcould have a material adverse effect on our business, financial condition, results of operations and prospects.

Additionally, we use emails and text messages to communicate with consumers and we collect consumer data, including emailaddresses and phone numbers, to further our marketing efforts with such consenting consumers. If we fail to adequately or accurately collectsuch data or if our data collection systems are breached, our business, financial condition and results of operations could be harmed.Further, any failure, or perceived failure, by us, or any third parties processing such data, to comply with privacy policies or with any federalor state privacy or consumer protection-related laws, regulations, industry self-regulatory principles, industry standards or codes of conduct,regulatory guidance, orders to which we may be subject or other legal obligations relating to privacy or consumer protection would adverselyaffect our reputation, brand and business, and may result in claims, proceedings or actions against us by governmental entities, consumers,suppliers or others or other liabilities or may require us to change our operations and/or cease using certain data sets.

We may be unable to accurately forecast revenue and appropriately plan our expenses in the future.

We base our current and future expense levels on our operating forecasts and estimates of future income. Income and results ofoperations are difficult to forecast because they generally depend on the number and timing of our consumers using our platform, signing upfor a subscription or using the services provided by our telehealth platform, which are uncertain. Additionally, our business is affected bygeneral economic and business conditions around the world, including the impact of COVID-19. A softening in income, whether caused bychanges in consumer preferences or a weakening in global economies, may result in decreased revenue levels, and we may be unable toadjust our spending in a timely manner to compensate for any unexpected shortfall in income. This inability could result in lower net incomeor greater net loss in a given quarter than expected.

We rely on information technology to operate our business and maintain competitiveness, and must adapt to technologicaldevelopments or industry trends.

Our ability to attract new consumers and increase revenue from our existing consumers depends in large part on our ability to enhanceand improve our existing offerings, increase adoption and usage of our offerings, and introduce new features and capabilities. The markets inwhich we compete are relatively new and subject to rapid technological change, evolving industry standards, and changing regulations, aswell as changing consumer needs, requirements and preferences. The success of our business will depend, in part, on our ability to adaptand respond effectively to these changes on a timely basis.

We depend on the use of information technologies and systems. As our operations grow, we must continuously improve and upgradeour systems and infrastructure while maintaining or improving the reliability and integrity of our infrastructure. Our future success alsodepends on our ability to adapt our systems and infrastructure to meet rapidly evolving consumer trends and demands while continuing toimprove the performance, features and reliability of our solutions in response to competitive services and offerings. The emergence ofalternative platforms such as smartphones and tablets

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and the emergence of niche competitors who may be able to optimize offerings, services or strategies for such platforms will require newinvestment in technology. New developments in other areas, such as cloud computing, have made it easier for competition to enter ourmarkets due to lower up-front technology costs. In addition, we may not be able to maintain our existing systems or replace or introduce newtechnologies and systems as quickly as we would like or in a cost-effective manner. There is also no guarantee that we will possess thefinancial resources or personnel, for the research, design and development of new applications or services, or that we will be able to utilizethese resources successfully and avoid technological or market obsolescence. Further, there can be no assurance that technologicaladvances by one or more of our competitors or future competitors will not result in our present or future applications and services becominguncompetitive or obsolete. If we were unable to enhance our offerings and platform capabilities to keep pace with rapid technological andregulatory change, or if new technologies emerge that are able to deliver competitive offerings at lower prices, more efficiently, moreconveniently or more securely than our offerings, our business, financial condition and results of operations could be adversely affected.

We depend on our information technology systems, and those of our third-party vendors, contractors and consultants, andany failure or significant disruptions of these systems, security breaches or loss of data could materially adversely affect ourbusiness, financial condition and results of operations.

We collect and maintain information in digital form that is necessary to conduct our business, and we are increasingly dependent oninformation technology systems and infrastructure (“IT Systems”) to operate our business. In the ordinary course of our business, we collect,store and transmit large amounts of confidential information, including intellectual property, proprietary business information and personalinformation. It is critical that we do so in a secure manner to maintain the confidentiality and integrity of such confidential information. Wehave established physical, electronic and organizational measures to safeguard and secure our systems to prevent a data compromise, andrely on commercially available systems, software, tools, and monitoring to provide security for our IT Systems and the processing,transmission and storage of digital information. We have also outsourced elements of our IT Systems and data storage systems, and as aresult a number of third-party vendors may or could have access to our confidential information.

Despite the implementation of preventative and detective security controls, such IT Systems are vulnerable to damage or interruptionfrom a variety of sources, including telecommunications or network failures or interruptions, system malfunction, natural disasters, malicioushuman acts, terrorism and war. Such IT Systems, including our servers, are additionally vulnerable to physical or electronic break-ins, security breaches from inadvertent or intentional actions by our employees, third-party service providers, contractors, consultants,business partners, and/or other third parties, or from cyber-attacks by malicious third parties (including the deployment of harmful malware,ransomware, denial-of-service attacks, social engineering, and other means to affect service reliability and threaten the confidentiality,integrity, and availability of information). As a result of the COVID-19 pandemic, we may face increased cybersecurity risks due to ourreliance on internet technology and the number of our employees who are working remotely, which may create additional opportunities forcybercriminals to exploit vulnerabilities. We may not be able to anticipate all types of security threats, and we may not be able to implementpreventive measures effective against all such security threats. The techniques used by cyber criminals change frequently, may not berecognized until launched, and can originate from a wide variety of sources, including outside groups such as external service providers,organized crime affiliates, terrorist organizations, or hostile foreign governments or agencies.

In addition, the prevalent use of mobile devices that access confidential information increases the risk of data security breaches, whichcould lead to the loss of confidential information or other intellectual property. We can provide no assurance that our current IT Systems, orthose of the third parties upon which we rely, are fully protected against cybersecurity threats. It is possible that we or our third-party vendorsmay experience cybersecurity and other breach incidents that remain undetected for an extended period. Even when a security breach isdetected, the full extent of the breach may not be determined immediately. The costs to us to mitigate network security problems, bugs,viruses, worms, malicious software programs and security vulnerabilities could be significant, and while we have implemented securitymeasures to protect our data security and IT Systems, our efforts to address these problems may not be successful, and these problemscould result in unexpected interruptions, delays, cessation of service and other harm to our business and our competitive position. If such anevent were to occur and cause interruptions in our operations, it could result in a material disruption of our offerings to consumers. Moreover,we and our third-party vendors collect, store and transmit sensitive data, including health-related information, personally identifiableinformation, intellectual property and proprietary business information in the ordinary course of our business. If a computer security breachaffects our systems or results in the unauthorized release of personally identifiable information, our reputation could be materially damaged.In addition, such a breach may require notification to governmental agencies, the media or individuals pursuant to various federal and stateprivacy and security laws, if applicable, including the federal Health Insurance Portability and Accountability Act of 1996(“HIPAA”) as well asregulations promulgated by the Federal Trade Commission (“FTC”) and state breach notification laws. We would also be exposed to a

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risk of loss or litigation and potential liability, which could materially adversely affect our business, results of operations and financialcondition.

If our or our third-party vendors’ security measures fail or are breached, it could result in unauthorized access to confidential andproprietary business information, intellectual property, sensitive consumer data (including health-related information) or other personallyidentifiable information of our consumers, employees, partners or contractors, a loss of or damage to our data, or an inability to access datasources, process data or provide our services. Such failures or breaches of our or our third-party vendors’ security measures, or our or ourthird-party vendors’ inability to effectively resolve such failures or breaches in a timely manner, could severely damage our reputation,adversely impact consumer, partner, or investor confidence in us, and reduce the demand for our solutions and services. In addition, wecould face litigation, significant damages for contract breach or other breaches of law, significant monetary penalties, or regulatory actions forviolation of applicable laws or regulations, and incur significant costs for remedial measures to prevent future occurrences and mitigate pastviolations. The costs related to significant security breaches or disruptions could be material and exceed the limits of the cybersecurityinsurance we maintain against such risks. If the IT Systems of our third-party vendors become subject to disruptions or security breaches, wemay have insufficient recourse against such third parties and we may have to expend significant resources to mitigate the impact of such anevent, and to develop and implement protections to prevent future events of this nature from occurring. Any disruption or loss to IT Systemson which critical aspects of our operations depend could have an adverse effect on our business.

Government regulation of the internet and e-commerce is evolving, and unfavorable changes or failure by us to comply withthese laws and regulations could substantially harm our business and results of operations.

We are subject to general business regulations and laws specifically governing the internet and e-commerce. Furthermore, theregulatory landscape impacting these areas is constantly evolving. Existing and future regulations and laws could impede the growth of theinternet, e-commerce or other online services. These regulations and laws may involve taxation, tariffs, privacy and data security, anti-spam,data protection, content, copyrights, distribution, electronic contracts, electronic communications, money laundering, electronic payments andconsumer protection. It is not clear how existing laws and regulations governing issues such as property ownership, sales and other taxes,libel and personal privacy apply to the internet as the vast majority of these laws and regulations were adopted prior to the advent of theinternet and do not contemplate or address the unique issues raised by the internet or e-commerce. It is possible that general businessregulations and laws, or those specifically governing the internet or e-commerce may be interpreted and applied in a manner that isinconsistent from one jurisdiction to another and may conflict with other rules or our practices.

We cannot assure you that our practices have complied, comply or will in the future comply with all such laws and regulations. Anyfailure, or perceived failure, by us to comply with any of these laws or regulations could result in damage to our reputation, a loss in business,and proceedings or actions against us by governmental entities or others. For example, recent automatic renewal laws, which requirecompanies to adhere to enhanced disclosure requirements when entering into automatically renewing contracts with consumers, resulted inclass action lawsuits against companies that offer online products and services on a subscription or recurring basis. These and similarproceedings or actions could hurt our reputation, force us to spend significant resources in defense of these proceedings, distract ourmanagement, increase our costs of doing business, and cause consumers and paid merchants to decrease their use of our platform, andmay result in the imposition of monetary liability. We may also be contractually liable to indemnify and hold harmless third parties from thecosts or consequences of non-compliance with any such laws or regulations. In addition, it is possible that governments of one or morecountries may seek to censor content available on our apps and websites or may even attempt to completely block access to our platform.Adverse legal or regulatory developments could substantially harm our business.

Our business relies on email, mail and other messaging channels and any technical, legal or other restrictions on thesending of such correspondence or a decrease in consumer willingness to receive such correspondence could adversely affectour business.

Our business depends in part upon the emailing and mailing of promotional materials, cards with GoodRx codes and other informationto consumers and healthcare providers, and is also significantly dependent on email and other messaging channels, such as text messages.We distribute pricing information and other promotional materials in the mail, and also provide emails, mobile alerts and other messages toconsumers informing them of the discounted prices available on our apps and websites. These communications help generate a significantportion of our revenues. Because email, mail and other messaging channels are important to our business, if we are unable to successfullydeliver messages to consumers through these channels, if there are legal restrictions on delivering such messages to consumers, ifconsumers do not or cannot open or otherwise utilize our messages or if consumers reject the receipt of communications referencingparticular prescriptions or conditions, our revenues and profitability would be adversely affected.

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Actions taken by third parties that block, impose restrictions on or charge for the delivery of these communications could also harm ourbusiness. For example, from time to time, internet service providers or other third parties may block bulk communications or otherwiseexperience difficulties that result in our inability to successfully deliver communications to consumers. In addition, our use of mail, email andother messaging channels to send communications about our platform or other matters, including health related topics referencing particularprescriptions or conditions, may result in legal claims against us, which if successful might limit or prohibit our ability to send suchcommunications.

We rely on a single third-party service provider for the delivery of substantially all of our mailing communications and rely on third-partyservice providers for delivery of emails, text messages and other forms of electronic communication. If we were unable to use any one of ourcurrent service providers, alternate providers are available; however, we believe our revenue could be impacted for some period as wetransition to a new provider, and the new provider may be unable to provide equivalent or satisfactory services. Any disruption or restrictionon the distribution of our communications, termination or disruption of our relationships with our third-party service providers, particularly oursingle third-party service provider for the delivery of mail communications, or any increase in the associated costs, may be beyond ourcontrol and would adversely affect our business.

We face the risk of litigation resulting from unauthorized text messages sent in violation of the Telephone ConsumerProtection Act.

We send short message service (“SMS”) text messages to individuals who are eligible to use our service. The actual or perceivedimproper sending of text messages may subject us to potential risks, including liabilities or claims relating to consumer protection laws.Numerous class action suits under federal and state laws have been filed in recent years against companies who conduct SMS textingprograms, with many resulting in multi-million-dollar settlements to the plaintiffs. We have been, and in the future may be subject to suchlitigation, which could be costly and time-consuming to defend. The Telephone Consumer Protection Act (TCPA) of 1991, a federal statutethat protects consumers from unwanted telephone calls, faxes and text messages, restricts telemarketing and the use of automated SMS textmessages without proper consent. Federal or state regulatory authorities or private litigants may claim that the notices and disclosures weprovide, form of consents we obtain or our SMS texting practices are not adequate or violate applicable law. This has resulted and may in thefuture result in civil claims against us. The scope and interpretation of the laws that are or may be applicable to the delivery of text messagesare continuously evolving and developing. If we do not comply with these laws or regulations or if we become liable under these laws orregulations, we could face direct liability, could be required to change some portions of our business model, could face negative publicity andour business, financial condition and results of operations could be adversely affected. Even an unsuccessful challenge of our SMS textingpractices by our consumers, regulatory authorities or other third parties could result in negative publicity and could require a costly responsefrom and defense by us.

Actual or perceived failures to comply with applicable data protection, privacy and security, advertising and consumerprotection laws, regulations, standards and other requirements could adversely affect our business, financial condition and resultsof operations.

We rely on a variety of marketing techniques, including email and social media marketing and postal mailings, and we are subject tovarious laws and regulations that govern such marketing and advertising practices. A variety of federal and state laws and regulations governthe collection, use, retention, sharing and security of consumer data, particularly in the context of online advertising, which we rely upon toattract new consumers.

Laws and regulations relating to privacy, data protection, marketing and advertising, and consumer protection are evolving and subjectto potentially differing interpretations. These requirements may be interpreted and applied in a manner that varies from one jurisdiction toanother and/or may conflict with other law or regulations. As a result, our practices may not have complied or may not comply in the futurewith all such laws, regulations, requirements and obligations. Any failure, or perceived failure, by us or any of our third-party partners, datacenters, or service providers to comply with privacy policies or federal or state privacy or consumer protection-related laws, regulations,industry self-regulatory principles, industry standards or codes of conduct, regulatory guidance, orders to which we may be subject, or otherlegal obligations relating to privacy or consumer protection, could adversely affect our reputation, brand and business, and may result inclaims, proceedings or actions against us by governmental entities, consumers, suppliers or others. These proceedings may result infinancial liabilities or may require us to change our operations, including ceasing the use or sharing of certain data sets. Any such claims,proceedings or actions could hurt our reputation, brand and business, force us to incur significant expenses in defense of such proceedingsor actions, distract our management, increase our costs of doing business, result in a loss of consumers, suppliers, and contracts with PBMsand others and result in the imposition of monetary penalties. We are also contractually required to indemnify and hold harmless certain thirdparties from the costs or consequences of non-

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compliance with any laws, regulations or other legal obligations relating to privacy or consumer protection or any inadvertent or unauthorizeduse or disclosure of data that we store or handle as part of operating our business. Federal and state governmental authorities continue toevaluate the privacy implications inherent in the use of third-party “cookies” and other methods of online tracking for behavioral advertisingand other purposes. The U.S. federal and state governments have enacted, and may in the future enact legislation or regulations impactingthe ability of companies and individuals to engage in these activities, such as by regulating the level of consumer notice and consent requiredbefore a company can employ cookies or other electronic tracking tools or the use of data gathered with such tools. Additionally, someproviders of consumer devices and web browsers have implemented, or announced plans to implement, limits on behavioral or targetedadvertising and/or means to make it easier for internet users to prevent the placement of cookies or to block other tracking technologies,which could, if widely adopted, result in the decreased effectiveness or use of third-party cookies and other methods of online tracking,targeting or re-targeting. The regulation of the use of these cookies and other current online tracking and advertising practices or a loss in ourability to make effective use of services that employ such technologies could increase our costs of operations and limit our ability to acquirenew consumers on cost-effective terms and consequently, materially and adversely affect our business, financial condition and results ofoperations.

In addition, various federal and state legislative and regulatory bodies (“self-regulatory organizations”) may expand current laws orregulations, enact new laws or regulations or issue revised rules or guidance regarding privacy, data protection, consumer protection, andadvertising. In June 2018, California enacted the California Consumer Privacy Act of 2018 (the “CCPA”), which became effective on January1, 2020. The CCPA creates individual privacy rights for California consumers and increases the privacy and security obligations of entitieshandling certain personal data. For example, the CCPA gives California residents expanded rights to access and require deletion of theirpersonal information, opt out of certain personal information sharing and receive detailed information about how their personal information isused. Failure to comply with the CCPA may result in attorney general enforcement action and damage to our reputation. The CCPA providesfor civil penalties for violations, as well as a private right of action for data breaches that is expected to increase data breach litigation. TheCCPA may increase our compliance costs and potential liability. Additionally, a new California ballot initiative, the California Privacy RightsAct, was voted into law by California residents in November 2020 and will impose additional data protection obligations on companies doingbusiness in California, including additional consumer rights processes and opt outs for certain uses of sensitive data. It will also create a newCalifornia data protection agency specifically tasked to enforce the law, which is likely to result in increased regulatory scrutiny of Californiabusinesses in the areas of data protection and security. Further, many similar laws have been proposed at the federal level and in otherstates. For instance, the state of Nevada recently enacted a law that went into force on October 1, 2019 and requires companies to honorconsumers’ requests to no longer sell their data. Violators may be subject to injunctions and civil penalties of up to $5,000 per violation.

Additionally, the interpretations of existing federal and state consumer protection laws relating to online collection, use, dissemination,and security of health related and other personal information adopted by the FTC, state attorneys general, private plaintiffs, and courts haveevolved, and may continue to evolve, over time. Consumer protection laws require us to publish statements that describe how we handlepersonal information and choices individuals may have about the way we handle their personal information. If such information that wepublish is considered untrue, we may be subject to government claims of unfair or deceptive trade practices, which could lead to significantliabilities and consequences. Furthermore, according to the FTC, violating consumers’ privacy rights or failing to take appropriate steps tokeep consumers’ personal information secure may constitute unfair acts or practices in or affecting commerce and thus violate Section 5(a)of the FTC Act. The FTC expects a company’s data security measures to be reasonable and appropriate in light of the sensitivity and volumeof consumer information it holds, the size and complexity of its business, and the cost of available tools to improve security and reducevulnerabilities. Individually identifiable health information is considered sensitive data that merits stronger safeguards. In March 2020, wereceived a letter from the FTC indicating its intent to investigate our privacy and security practices to determine whether such practicescomply with Section 5 of the FTC Act. In April 2020, the FTC sent a request for documents and information relating primarily to our productsand services as well as our privacy and security practices. We are cooperating with the FTC’s requests for documents and information.Responding to these requests has and may continue to consume substantial amounts of our time and resources and may divertmanagement’s attention from the business. No assurance can be given regarding the timing or outcome of the investigation. As a result ofinvestigations of this nature, we may face litigation or agree to settlements that can include monetary remedies and/or compliancerequirements that may impose significant and material cost and resource burdens on us, require certain aspects of our operations to beoverseen by an independent monitor, and/or limit or eliminate our ability to use certain targeting marketing strategies or work with certainthird-party vendors. Any of these events could adversely affect our ability to operate our business and our financial results.

In addition, HIPAA, which we believe does not currently apply to most of our business as currently operated, imposes on entities withinits jurisdiction, among other things, certain standards relating to the privacy, security, transmission and

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breach reporting of individually identifiable health information. For example, HIPAA imposes privacy, security and breach reporting obligationswith respect to individually identifiable health information upon “covered entities” (health plans, health care clearinghouses and certain healthcare providers), and their respective business associates, individuals or entities that create, receive, maintain or transmit protected healthinformation in connection with providing a service for or on behalf of a covered entity. HIPAA mandates the reporting of certain breaches ofhealth information to the U.S. Department of Health and Human Services (“HHS”), affected individuals and if the breach is large enough, themedia.

Certain states have adopted or are considering adopting comparable privacy and security laws and regulations, some of which may bemore stringent or expansive than HIPAA. In addition, legislative proposals on the federal level include comparable privacy and security lawsand regulations, which may be more stringent or expansive than HIPAA. Such laws and regulations will be subject to interpretation by variouscourts and other governmental authorities, thus creating potentially complex compliance issues for us and our consumers and strategicpartners.

Our ability to utilize our net operating loss carryforwards and certain other tax attributes may be limited.

Under Sections 382 and 383 of the Internal Revenue Code of 1986, as amended (the “Code”) if a corporation undergoes an“ownership change” (generally defined as a change (by value) in its equity ownership by more than 50 percentage points over a rolling three-year period), the corporation’s ability to use its pre-change net operating loss (“NOL”), carryforwards and other pre-change tax attributes tooffset its post-change income may be limited. At this time, we have not completed a study to assess whether an ownership change underSection 382 of the Code has occurred, or whether there have been multiple ownership changes since our formation. We may alsoexperience ownership changes in the future as a result of subsequent shifts in our stock ownership. If finalized, Treasury Regulationscurrently proposed under Section 382 of the Code may further limit our ability to utilize our pre-change NOLs or credits if we undergo a futureownership change. Further, U.S. tax laws limit the time during which NOL carryforwards generated before January 1, 2018 may be appliedagainst future taxes. While NOL carryforwards generated on or after January 1, 2018 are not subject to expiration, the deductibility of suchNOL carryforwards is limited to 80% of our taxable income for taxable years beginning on or after January 1, 2021. For these reasons, ourability to utilize NOL carryforwards and other tax attributes to reduce future tax liabilities may be limited.

Our management team has limited experience managing a public company, and regulatory compliance may divert itsattention from the day-to-day management of our business.

Our management team has limited experience managing a publicly-traded company and limited experience complying with theincreasingly complex laws and regulations pertaining to public companies. Our management team may not successfully or efficiently manageour transition to being a public company that is subject to significant regulatory oversight and reporting obligations under the federalsecurities laws. In particular, these new obligations require substantial attention from our senior management and could divert their attentionaway from the day-to-day management of our business, which would adversely impact our business operations.

We rely on the performance of members of management and highly skilled personnel, and if we are unable to attract,develop, motivate and retain well-qualified employees, our business could be harmed.

Our ability to maintain our competitive position is largely dependent on the services of our senior management and other keypersonnel. In addition, our future success depends on our continuing ability to attract, develop, motivate and retain highly qualified and skilledemployees. The market for such positions is competitive. Qualified individuals are in high demand and we may incur significant costs toattract them. In addition, the loss of any of our senior management or other key employees or our inability to recruit and develop mid-level managers could materially and adversely affect our ability to execute our business plan and we may be unable to find adequatereplacements. All of our employees are at-will employees, meaning that they may terminate their employment relationship with us at anytime, and their knowledge of our business and industry would be extremely difficult to replace. If we fail to retain talented senior managementand other key personnel, or if we do not succeed in attracting well-qualified employees or retaining and motivating existing employees, ourbusiness, financial condition and results of operations may be materially adversely affected.

General economic factors, natural disasters or other unexpected events may adversely affect our business, financialperformance and results of operations.

Although we only operate in the United States, our business, financial performance and results of operations depend in part onworldwide macroeconomic economic conditions and their impact on consumer spending. Recessionary economic cycles, higher interestrates, volatile fuel and energy costs, inflation, levels of unemployment, conditions in the residential

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real estate and mortgage markets, access to credit, consumer debt levels, unsettled financial markets and other economic factors that mayaffect costs of manufacturing prescription medications, consumer spending or buying habits could materially and adversely affect demand forour offerings. Volatility in the financial markets has also had and may continue to have a negative impact on consumer spending patterns. Inaddition, negative national or global economic conditions may materially and adversely affect the PBMs we contract with and their associatedpharmacy networks, financial performance, liquidity and access to capital. This may affect their ability to renew contracts with us on the sameor better terms, which could impact the competitiveness of the discounted prices we are able to offer our consumers, which could harm ourbusiness, financial condition and results of operations.

Economic factors such as increased insurance and healthcare costs, commodity prices, shipping costs, inflation, higher costs of labor,and changes in or interpretations of other laws, regulations and taxes may also increase our costs and our make our offerings lesscompetitive, increase general and administrative expenses, and otherwise adversely affect our financial condition and results of operations.Additionally, public health crises, natural disasters, such as earthquakes and wildfires, and other adverse weather and climate conditions,political crises, such as terrorist attacks, war and other political instability or other unexpected events, could disrupt our operations, internet ormobile networks or the operations of PBMs and their pharmacy networks. For example, our corporate headquarters and other facilities arelocated in California, which in the past has experienced both severe earthquakes and wildfires. If any of these events occurs, our businesscould be adversely affected.

We may seek to grow our business through acquisitions of, or investments in, new or complementary businesses,technologies or products, or through strategic alliances, and the failure to manage these acquisitions, investments or alliances, orto integrate them with our existing business, could have a material adverse effect on us.

We have completed a number of strategic acquisitions in the past, including HeyDoctor in 2019 and Scriptcycle in 2020, and may inthe future consider opportunities to acquire or make investments in new or complementary businesses, technologies, offerings, or products,or enter into strategic alliances, that may enhance our capabilities, expand our pharmacy or PBM networks and healthcare platform ingeneral, complement our current offerings or expand the breadth of our markets. Our ability to successfully grow through these types ofstrategic transactions depends upon our ability to identify, negotiate, complete and integrate suitable target businesses, technologies andproducts and to obtain any necessary financing, and is subject to numerous risks, including:

• failure to identify acquisition, investment or other strategic alliance opportunities that we deem suitable or available on favorableterms;

• problems integrating the acquired business, technologies or products, including issues maintaining uniform standards,procedures, controls and policies;

• unanticipated costs associated with acquisitions, investments or strategic alliances;

• adverse impacts on our overall margins;

• diversion of management’s attention from our existing business;

• adverse effects on existing business relationships with consumers, pharmacies and PBMs;

• risks associated with entering new markets in which we may have limited or no experience;

• potential loss of key employees of acquired businesses; and

• increased legal and accounting compliance costs.

In addition, a significant portion of the purchase price of companies we acquire may be allocated to acquired goodwill and otherintangible assets. In the future, if our acquisitions do not yield expected returns, we may be required to take impairment charges to ourresults of operations based on our impairment assessment process, which could harm our results of operations.

If we are unable to identify suitable acquisitions or strategic relationships, or if we are unable to integrate any acquired businesses,technologies and products effectively, our business, financial condition and results of operations could be materially and adversely affected.Also, while we employ several different methodologies to assess potential business opportunities, the new businesses may not meet orexceed our expectations.

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Restrictions in our debt arrangements could adversely affect our operating flexibility, and failure to comply with any of theserestrictions could result in acceleration of our debt.

In October 2018, GoodRx, Inc., our wholly owned subsidiary, as borrower, and GoodRx Intermediate Holdings, LLC, entered into a firstlien credit agreement with various lenders (the “First Lien Credit Agreement”). The First Lien Credit Agreement provided for a $40.0 millionsecured asset-based revolving credit facility (the “Revolving Credit Facility”), and a $545.0 million senior secured term loan facility (the “FirstLien Term Loan Facility” and, together with the Revolving Credit Facility, the “Credit Facilities”). In November 2019, the First Lien Term LoanFacility was amended to increase the amount of the facility to $700.0 million. In addition, in May 2020, the Revolving Credit Facility wasamended to increase the amount of the facility to $100.0 million. As of September 30, 2020, we had $695.9 million of debt outstanding underour Credit Facilities, net of unamortized debt discount of $15.0 million, and the capacity to incur $62.9 million in additional indebtedness,subject to certain covenant requirements. In October 2020, the Company repaid the outstanding balance under its revolving line of credit of$28.0 million. These debt arrangements and additional debt arrangements that we expect to enter into in the future will limit our ability to,among other things:

• incur or guarantee additional debt;

• pay dividends and make other restricted payments;

• make certain investments and acquisitions;

• incur certain liens or permit them to exist;

• consolidate, merge or otherwise transfer, sell or dispose of all or substantially all of our assets;

• enter into certain types of restrictive agreements; and

• enter into certain types of transactions with affiliates.

We are also required to comply with certain financial ratios set forth in our First Lien Credit Agreement. Certain provisions in ourcurrent and future debt arrangements, including the First Lien Credit Agreement, may affect our ability to obtain future financing and topursue attractive business opportunities and our flexibility in planning for, and reacting to, changes in business conditions. As a result,restrictions in our current and future debt arrangements could adversely affect our business, financial condition and results of operations. Inaddition, a failure to comply with the provisions of our current and future debt arrangements, including our First Lien Credit Agreement, couldresult in a default or an event of default that could enable our lenders to declare the outstanding principal of that debt, together with accruedand unpaid interest, to be immediately due and payable. If we were unable to repay those amounts, the lenders under our First Lien CreditAgreement and any other future secured debt agreement could proceed against the collateral granted to them to secure that indebtedness.

We have pledged substantially all of our subsidiaries’ assets, including, among other things, equity interests of GoodRx, Inc. and itssubsidiaries, as collateral under the First Lien Credit Agreement. If the payment of outstanding amounts under our First Lien CreditAgreement is accelerated, our assets may be insufficient to repay such amounts in full, and our common stockholders could experience apartial or total loss of their investment.

Our business depends on network and mobile infrastructure and our ability to maintain and scale our technology. Anysignificant interruptions or delays in service on our apps or websites or any undetected errors or design faults could result inlimited capacity, reduced demand, processing delays and loss of consumers.

A key element of our strategy is to generate a significant number of visitors to, and their use of, our apps and websites. Our reputationand ability to acquire, retain and serve our consumers are dependent upon the reliable performance of our apps and websites and theunderlying network infrastructure. As our base of consumers and the amount of information shared on our apps and websites continue togrow, we will need an increasing amount of network capacity and computing power. We have spent and expect to continue to spendsubstantial amounts on computing, including cloud computing and the related infrastructure, to handle the traffic on our apps and websites.The operation of these systems is complex and could result in operational failures. In the event that the traffic of our consumers exceeds thecapacity of our current network infrastructure or in the event that our base of consumers or the amount of traffic on our apps and websitesgrows more quickly than anticipated, we may be required to incur significant additional costs to enhance the underlying networkinfrastructure. Interruptions or delays in these systems, whether due to system failures, computer viruses, physical or electronic break-ins, undetected errors, design faults or other unexpected events or causes, could affect the security or availability of our apps and websitesand prevent our consumers from accessing our apps and websites. If sustained or repeated, these performance issues could reduce theattractiveness of our offerings. In addition, the costs and complexities

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involved in expanding and upgrading our systems may prevent us from doing so in a timely manner and may prevent us from adequatelymeeting the demand placed on our systems. Any internet or mobile platform interruption or inadequacy that causes performance issues orinterruptions in the availability of our apps or websites could reduce consumer satisfaction and result in a reduction in the number ofconsumers using our offerings.

We depend on the development and maintenance of the internet and mobile infrastructure. This includes maintenance of reliableinternet and mobile infrastructure with the necessary speed, data capacity and security, as well as timely development of complementaryofferings, for providing reliable internet and mobile access. Our business, financial condition and results of operations could be materially andadversely affected if for any reason the reliability of our internet and mobile infrastructure is compromised.

We currently rely upon third-party data storage providers, including cloud storage solution providers, such as Amazon Web Servicesand some specific uses of Google Cloud Platform. Nearly all of our data storage and analytics are conducted on, and the data and contentwe create associated with sales on our apps and websites are processed through, servers hosted by these providers, particularly AmazonWeb Services. We also rely on email service providers, bandwidth providers, internet service providers and mobile networks to deliver emailand “push” communications to consumers and to allow consumers to access our websites. If our third-party vendors are unable or unwillingto provide the services necessary to support our business, or if our agreements with such vendors are terminated, our operations could besignificantly disrupted. Some of our vendor agreements may be unilaterally terminated by the licensor for convenience, including with respectto Amazon Web Services, and if such agreements are terminated, we may not be able to enter into similar relationships in the future onreasonable terms or at all.

Any damage to, or failure of, our systems or the systems of our third-party data centers or our other third-party providers could result ininterruptions to the availability or functionality of our apps and websites. As a result, we could lose consumer data and miss opportunities toacquire and retain consumers, which could result in decreased revenue. If for any reason our arrangements with our data centers or third-party providers are terminated or interrupted, such termination or interruption could adversely affect our business, financial condition andresults of operations. We exercise little control over these providers, which increases our vulnerability to problems with the services theyprovide. We could experience additional expense in arranging for new facilities, technology, services and support. In addition, the failure ofour third-party data centers or any other third-party providers to meet our capacity requirements could result in interruption in the availabilityor functionality of our apps and websites.

The satisfactory performance, reliability and availability of our apps, websites, transaction processing systems and technologyinfrastructure are critical to our reputation and our ability to acquire and retain consumers, as well as to maintain adequate consumer servicelevels. Our revenue depends in part on the number of consumers that visit and use our apps and websites in fulfilling their healthcare needs.Unavailability of our apps or websites could materially and adversely affect consumer perception of our brand. Any slowdown or failure of ourapps, websites or the underlying technology infrastructure could harm our business, reputation and our ability to acquire, retain and serve ourconsumers.

The occurrence of a natural disaster, power loss, telecommunications failure, data loss, computer virus, an act of terrorism,cyberattack, vandalism or sabotage, act of war or any similar event, or a decision to close our third-party data centers on which we normallyoperate or the facilities of any other third-party provider without adequate notice or other unanticipated problems at these facilities couldresult in lengthy interruptions in the availability of our apps and websites. Cloud computing, in particular, is dependent upon having access toan internet connection in order to retrieve data. If a natural disaster, blackout or other unforeseen event were to occur that disrupted theability to obtain an internet connection, we may experience a slowdown or delay in our operations. While we have some limited disasterrecovery arrangements in place, our preparations may not be adequate to account for disasters or similar events that may occur in the futureand may not effectively permit us to continue operating in the event of any problems with respect to our systems or those of our third-partydata centers or any other third-party facilities. Our disaster recovery and data redundancy plans may be inadequate, and our businessinterruption insurance may not be sufficient to compensate us for the losses that could occur. If any such event were to occur to ourbusiness, our operations could be impaired and our business, financial condition and results of operations may be materially and adverselyaffected.

We rely on third-party platforms such as the Apple App Store and Google Play App Store, to distribute our platform andofferings.

Our apps are accessed and operate through third-party platforms or marketplaces, including the Apple App Store and Google PlayApp Store, which also serve as significant online distribution platforms for our apps. As a result, the expansion and prospects of our businessand our apps depend on our continued relationships with these providers and any other

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emerging platform providers that are widely adopted by consumers. We are subject to the standard terms and conditions that these providershave for application developers, which govern the content, promotion, distribution and operation of apps on their platforms or marketplaces,and which the providers can change unilaterally on short or no notice. Our business would be harmed if the providers discontinue or limit ouraccess to their platforms or marketplaces; the platforms or marketplaces decline in popularity; the platforms modify their algorithms,communication channels available to developers, respective terms of service or other policies, including fees; the providers adopt changes orupdates to their technology that impede integration with other software systems or otherwise require us to modify our technology or updateour apps in order to ensure that consumers can continue to access and use our GoodRx codes and pricing information.

If alternative providers increase in popularity, we could be adversely impacted if we fail to create compatible versions of our apps in atimely manner, or if we fail to establish a relationship with such alternative providers. Likewise, if our current providers alter their operatingplatforms, we could be adversely impacted as our offerings may not be compatible with the altered platforms or may require significant andcostly modifications in order to become compatible. If our providers do not perform their obligations in accordance with our platformagreements, we could be adversely impacted.

In the past, some of these platforms or marketplaces have been unavailable for short periods of time. If this or a similar event were tooccur on a short- or long-term basis, or if these platforms or marketplaces otherwise experience issues that impact the ability of consumers todownload or access our apps and other information, it could have a material adverse effect on our brand and reputation, as well as ourbusiness, financial condition and operating results.

We rely on software-as-a-service (“SaaS”) technologies from third parties.

We rely on SaaS technologies from third parties in order to operate critical functions of our business, including financial managementservices, relationship management services, marketing services and data storage services. For example, we rely on Amazon Web Servicesfor a substantial portion of our computing and storage capacity, and rely on Google for storage capacity and advertising services. AmazonWeb Services provides us with computing and storage capacity pursuant to an agreement that continues until terminated by either party.Amazon Web Services may terminate its agreement with us by providing 30 days prior written notice. Similarly, Google provides us withstorage capacity and advertising services, and may update the terms of its services unilaterally by providing advance notice and postingchanged terms on its website. Google may also terminate its agreements with us immediately upon notice. Our other vendor agreementsmay be unilaterally terminated by the counterparty for convenience. If these services become unavailable due to contract cancellations,extended outages or interruptions or because they are no longer available on commercially reasonable terms or prices, or for any otherreason, our expenses could increase, our ability to manage our finances could be interrupted, our processes for managing our offerings andsupporting our consumers and partners could be impaired and our ability to access or save data stored to the cloud may be impaired untilequivalent services, if available, are identified, obtained and implemented, all of which could harm our business, financial condition, andresults of operations.

We depend on our relationships with third parties and would be adversely impacted by system failures or other disruptionsin the operations of these parties.

We use and rely on services from third parties, such as our telecommunications services, and those services may be subject tooutages and interruptions that are not within our control. Failures by our telecommunications providers may interrupt our ability to providephone support to our consumers and distributed denial of service attacks directed at our telecommunication service providers could preventconsumers from accessing our websites. In addition, we have in the past and may in the future experience down periods where our third-party credit card processors are unable to process the payments of our consumers, disrupting our ability to process or receive revenue fromour subscription offerings. Disruptions to our consumer support, website and credit card processing services could lead to consumerdissatisfaction, which would adversely affect our business, financial condition and results of operations.

Changes in consumer sentiment or laws, rules or regulations regarding the use of cookies and other tracking technologiesand other privacy matters could have a material adverse effect on our ability to generate net revenues and could adversely affectour ability to collect proprietary data on consumer behavior.

Consumers may become increasingly resistant to the collection, use and sharing of information online, including information used todeliver and optimize advertising, and take steps to prevent such collection, use and sharing of information. For example, consumercomplaints and/or lawsuits regarding online advertising or the use of cookies or other tracking technologies in general and our practicesspecifically could adversely impact our business.

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Consumers can currently opt out of the placement or use of most cookies for online advertising purposes by either deleting or disablingcookies on their browsers, visiting websites that allow consumers to place an opt-out cookie on their browsers, which instructs participatingentities not to use certain data about consumers’ online activity for the delivery of targeted advertising, or by downloading browser plug-ins and other tools that can be set to: identify cookies and other tracking technologies used on websites; prevent websites from placing third-party cookies and other tracking technologies on the consumer’s browser; or block the delivery of online advertisements on apps andwebsites.

Various software tools and applications have been developed that can block advertisements from a consumer’s screen or allowconsumers to shift the location in which advertising appears on webpages or opt out of display, search and internet-based advertisingentirely. In particular, Apple’s mobile operating system permits these technologies to work in its mobile Safari browser. In addition, changes indevice and software features could make it easier for internet users to prevent the placement of cookies or to block other trackingtechnologies. In particular, the default settings of consumer devices and software may be set to prevent the placement of cookies unless theuser actively elects to allow them. For example, Apple’s Safari browser currently has a default setting under which third-party cookies are notaccepted and users must activate a browser setting to enable cookies to be set, and Apple has announced that its new mobile operatingsystem will require consumers to opt in to the use of Apple’s resettable device identifier for advertising purposes. Various industryparticipants have worked to develop and finalize standards relating to a mechanism in which consumers choose whether to allow the trackingof their online search and browsing activities, and such standards may be implemented and adopted by industry participants at any time.

We currently use cookies, pixel tags and similar technologies from third-party advertising technology providers to provide and optimizeour advertising. If consumer sentiment regarding privacy issues or the development and deployment of new browser solutions or other DoNot Track mechanisms result in a material increase in the number of consumers who choose to opt out or block cookies and other trackingtechnologies or who are otherwise using browsers where they need to, and fail to, allow the browser to accept cookies, or otherwise result incookies or other tracking technologies not functioning properly, our ability to advertise effectively and conduct our business, and our results ofoperations and financial condition would be adversely affected.

Risks Related to Intellectual Property

We may be unable to establish, maintain, protect and enforce our intellectual property and proprietary rights or prevent thirdparties from making unauthorized use of our technology.

Our business depends on proprietary technology and content, including software, processes, databases, confidential informationand know-how, the protection of which is crucial to the success of our business. We rely on a combination of trademark, patent, copyright,domain name and trade secret-protection laws, in addition to confidentiality agreements and other practices to protect our brands, proprietaryinformation, technologies and processes.

Our most material trademark asset is the registered trademark “GoodRx.” Our trademarks are valuable assets that support our brandand consumers’ perception of our offerings. We also hold the rights to the “goodrx.com” internet domain name, which are subject to internetregulatory bodies and trademark and other related laws of each applicable jurisdiction. If we are unable to protect our trademarks or domainnames in the United States or in other jurisdictions in which we may ultimately operate, our brand recognition and reputation would suffer, wewould incur significant re-branding expenses and our operating results could be adversely impacted. As of September 30, 2020, we ownedthree issued patents and four pending patent applications in the United States. Our issued patents are currently scheduled to expirebeginning in 2034, excluding any patent term adjustments. Our issued patents and those that may be issued in the future may not provide uswith competitive advantages, may be of limited territorial reach and may be held invalid or unenforceable if successfully challenged by thirdparties, and our patent applications may never be issued. Even if issued, there can be no assurance that these patents will adequatelyprotect our intellectual property or survive a legal challenge, as the legal standards relating to the validity, enforceability and scope ofprotection of patent and other intellectual property rights are uncertain. Our limited patent protection may restrict our ability to protect ourtechnologies and processes from competition. It is also possible that third parties, including our competitors, may obtain patents relating totechnologies that overlap or compete with our technology. If third parties obtain patent protection with respect to such technologies, they mayassert that our technology infringes their patents and seek to charge us a licensing fee or otherwise preclude the use of our technology.

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In order to protect our intellectual property rights, we may be required to spend significant resources to monitor and protect theserights. Litigation may be necessary in the future to enforce our intellectual property rights and to protect our trade secrets. Litigation broughtto protect and enforce our intellectual property rights could be costly, time-consuming and distracting to management and could result in theimpairment or loss of portions of our intellectual property. Furthermore, our efforts to enforce our intellectual property rights may be met withdefenses, counterclaims and countersuits attacking the validity and enforceability of our intellectual property rights. Our inability to protect ourproprietary technology against unauthorized copying or use, as well as any costly litigation or diversion of our management’s attention andresources, could delay the introduction and implementation of new technologies, result in our substituting inferior or more costly technologiesinto our software or injure our reputation. We will not be able to protect our intellectual property if we are unable to enforce our rights or if wedo not detect unauthorized use of our intellectual property. Moreover, policing unauthorized use of our technologies, trade secrets andintellectual property may be difficult, expensive and time-consuming, particularly in foreign countries where the laws may not be as protectiveof intellectual property rights as those in the United States and where mechanisms for enforcement of intellectual property rights may beweak. If we fail to meaningfully establish, maintain, protect and enforce our intellectual property and proprietary rights, our business, financialcondition and results of operations could be adversely affected.

We may be sued by third parties for infringement, misappropriation, dilution or other violation of their intellectual property orproprietary rights.

Internet, advertising and e-commerce companies frequently are subject to litigation based on allegations of infringement,misappropriation, dilution or other violations of intellectual property rights. Some internet, advertising and e-commerce companies, includingsome of our competitors, as well as non-practicing entities, own large numbers of patents, copyrights, trademarks and trade secrets, whichthey may use to assert claims against us.

Third parties have asserted, and may in the future assert, that we have infringed, misappropriated or otherwise violated theirintellectual property rights.

For instance, the use of our technology to provide our offerings could be challenged by claims that such use infringes, dilutes,misappropriates or otherwise violates the intellectual property rights of a third party. In addition, we may in the future be exposed to claimsthat content published or made available through our apps or websites violates third-party intellectual property rights.

As we face increasing competition and as a public company, the possibility of intellectual property rights claims against us grows. Suchclaims and litigation may involve patent holding companies or other adverse intellectual property rights holders who have no relevant productrevenue, and therefore our own pending patents and other intellectual property rights may provide little or no deterrence to these rightsholders in bringing intellectual property rights claims against us. There may be intellectual property rights held by others, including issued orpending patents and trademarks, that cover significant aspects of our technologies, content, branding or business methods, and we cannotassure that we are not infringing or violating, and have not violated or infringed, any third-party intellectual property rights or that we will notbe held to have done so or be accused of doing so in the future. We expect that we may receive in the future notices that claim we or ourpartners, or clients using our solutions and services, have misappropriated or misused other parties’ intellectual property rights, particularlyas the number of competitors in our market grows and the functionality of applications amongst competitors overlaps.

Any claim that we have violated intellectual property or other proprietary rights of third parties, with or without merit, and whether or notit results in litigation, is settled out of court or is determined in our favor, could be time-consuming and costly to address and resolve, andcould divert the time and attention of management and technical personnel from our business. Furthermore, an adverse outcome of a disputemay result in an injunction and could require us to pay substantial monetary damages, including treble damages and attorneys’ fees, if weare found to have willfully infringed a party’s intellectual property rights. Any settlement or adverse judgment resulting from such a claimcould require us to enter into a licensing agreement to continue using the technology, content or other intellectual property that is the subjectof the claim; restrict or prohibit our use of such technology, content or other intellectual property; require us to expend significant resources toredesign our technology or solutions; and require us to indemnify third parties. Royalty or licensing agreements, if required or desirable, maybe unavailable on terms acceptable to us, or at all, and may require significant royalty payments and other expenditures. We may also berequired to develop alternative non-infringing technology, which could require significant time and expense. There also can be no assurancethat we would be able to develop or license suitable alternative technology, content or other intellectual property to permit us to continueoffering the affected technology, content or services to our partners. If we cannot develop or license technology for any allegedly infringingaspect of our business,

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we would be forced to limit our service and may be unable to compete effectively. Any of these events could materially harm our business,financial condition and results of operations.

Failure to maintain, protect or enforce our intellectual property rights could harm our business and results of operations.

We pursue the registration of our patentable technology, domain names, trademarks and service marks in the United States. We alsostrive to protect our intellectual property rights by relying on federal, state and common law rights, as well as contractual restrictions. Wetypically enter into confidentiality and invention assignment agreements with our employees and contractors, and confidentiality agreementswith parties with whom we conduct business in order to limit access to, and disclosure and use of, our proprietary information. However, wemay not be successful in executing these agreements with every party who has access to our confidential information or contributes to thedevelopment of our technology or intellectual property rights. Those agreements that we do execute may be breached, and we may not haveadequate remedies for any such breach. These contractual arrangements and the other steps we have taken to protect our intellectualproperty rights may not prevent the misappropriation or disclosure of our proprietary information nor deter independent development ofsimilar technology or intellectual property by others.

Effective trade secret, patent, copyright, trademark and domain name protection is expensive to obtain, develop and maintain, both interms of initial and ongoing registration or prosecution requirements and expenses and the costs of defending our rights. We may, over time,increase our investment in protecting our intellectual property through additional patent filings that could be expensive and time-consuming.We do not know whether any of our pending patent applications will result in the issuance of additional patents or whether the examinationprocess will require us to narrow our claims or we may otherwise be unable to obtain patent protection for the technology covered in ourpending patent applications. Our patents, trademarks and other intellectual property rights may be challenged by others or invalidatedthrough administrative process or litigation. Moreover, any issued patents may not provide us with a competitive advantage and, as with anytechnology, competitors may be able to develop similar or superior technologies to our own, now or in the future. In addition, due to a recentU.S. Supreme Court case, it has become increasingly difficult to obtain and assert patents relating to software or business methods, as manysuch patents have been invalidated for being too abstract to constitute patent-eligible subject matter. We do not know whether this will affectour ability to obtain new patents on our innovations, or successfully assert our patents in litigation or pre-litigation campaigns.

Monitoring unauthorized use of the content on our apps and websites, and our other intellectual property and technology, is difficultand costly. Our efforts to protect our proprietary rights and intellectual property may not have been and may not be adequate to prevent theirmisappropriation or misuse. Third parties, including our competitors, could be infringing, misappropriating or otherwise violating ourintellectual property rights. Third parties from time to time copy content or other intellectual property or technology from our solutions withoutauthorization and seek to use it for their own benefit. We generally seek to address such unauthorized copying or use, but we have notalways been successful in stopping all unauthorized use of our content or other intellectual property or technology, and may not besuccessful in doing so in the future. Further, we may not have been and may not be able to detect unauthorized use of our technology orintellectual property, or to take appropriate steps to enforce our intellectual property rights. Any inability to meaningfully enforce ourintellectual property rights could harm our ability to compete and reduce demand for our solutions and services. Our competitors may alsoindependently develop similar technology. Effective patent, trademark, copyright and trade secret protection may not be available to us inevery jurisdiction in which our solutions or technology are hosted or available. Further, legal standards relating to the validity, enforceabilityand scope of protection of intellectual property rights are uncertain. The laws in the United States and elsewhere change rapidly, and anyfuture changes could adversely affect us and our intellectual property. Our failure to meaningfully protect our intellectual property rights couldresult in competitors offering solutions that incorporate our most technologically advanced features, which could reduce demand for oursolutions.

We may find it necessary or appropriate to initiate claims or litigation to enforce our intellectual property rights, protect our tradesecrets or determine the validity and scope of intellectual property rights claimed by others. In any lawsuit we bring to enforce our intellectualproperty rights, a court may refuse to stop the other party from using the technology at issue on grounds that our intellectual property rightsdo not cover the use or technology in question. Further, in such proceedings, the defendant could counterclaim that our intellectual propertyis invalid or unenforceable and the court may agree, in which case we could lose valuable intellectual property rights. Litigation is inherentlyuncertain and any litigation of this nature, regardless of outcome or merit, could result in substantial costs and diversion of management andtechnical resources, any of which could adversely affect our business and results of operations. If we fail to maintain, protect and enforce ourintellectual property, our business and results of operations may be harmed.

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We may be unable to continue the use of our trademarks, trade names or domain names, or prevent third parties fromacquiring and using trademarks, trade names and domain names that infringe on, are similar to, or otherwise decrease the value ofour brands, trademarks or service marks.

The registered or unregistered trademarks or trade names that we own may be challenged, infringed, circumvented, declared generic,lapsed or determined to be infringing on or dilutive of other marks. We may not be able to protect our rights in these trademarks and tradenames, which we need in order to build name recognition with potential consumers and partners. In addition, third parties have filed, and mayin the future file, for registration of trademarks similar or identical to our trademarks, which, if obtained, may impede our ability to build brandidentity and possibly lead to market confusion. If they succeed in registering or developing common law rights in such trademarks, and if weare not successful in challenging such third-party rights, we may not be able to use these trademarks to develop brand recognition of ourtechnologies, solutions or services. In addition, there could be potential trade name or trademark infringement claims brought by owners ofother registered trademarks or trademarks that incorporate variations of our registered or unregistered trademarks or trade names. If we areunable to establish or protect our trademarks and trade names, or if we are unable to build name recognition based on our trademarks andtrade names, we may not be able to compete effectively, which could harm our competitive position, business, financial condition, results ofoperations and prospects.

We have registered domain names for our websites that we use in our business. If we lose the ability to use a domain name, whetherdue to trademark claims, failure to renew the applicable registration, or any other cause, we may be forced to market our solutions under anew domain name, which could cause us substantial harm, or to incur significant expense in order to purchase rights to the domain name inquestion. In addition, our competitors and others could attempt to capitalize on our brand recognition by using domain names similar to ours.Domain names similar to ours have been registered in the United States and elsewhere. We may be unable to prevent third parties fromacquiring and using domain names that infringe on, are similar to, or otherwise decrease the value of our brands, trademarks or servicemarks. Protecting and enforcing our rights in our domain names may require litigation, which could result in substantial costs and diversion ofmanagement’s attention.

ICANN (the Internet Corporation for Assigned Names and Numbers), the international authority over top-level domain names, hasbeen increasing the number of generic top-level domains (“TLDs”). This may allow companies or individuals to create new web addressesthat appear to the right of the “dot” in a web address, beyond such long-standing TLDs as “.com,” “.org” and “.gov.” ICANN may also addadditional TLDs in the future. As a result, we may be unable to maintain exclusive rights to all potentially relevant or desirable domain namesin the United States, which may harm our business. Furthermore, attempts may be made by third parties to register our trademarks as newTLDs or as domain names within new TLDs, and we may be required to enforce our rights against such registration attempts, which couldresult in significant expense and the diversion of management’s attention.

If we are unable to protect the confidentiality of our trade secrets, our business and competitive position would be harmed.

We rely heavily on trade secrets and confidentiality agreements to protect our unpatented know-how, technology, and other proprietaryinformation, including our technology platform, and to maintain our competitive position. With respect to our technology platform, we considertrade secrets and know-how to be one of our primary sources of intellectual property. However, trade secrets and know-how can be difficultto protect. We seek to protect these trade secrets and other proprietary technology, in part, by entering into non-disclosure and confidentialityagreements with parties who have access to them, such as our employees, corporate collaborators, outside contractors, consultants,advisors, and other third parties. We also enter into confidentiality and invention or patent assignment agreements with our employees andconsultants. The confidentiality agreements are designed to protect our proprietary information and, in the case of agreements or clausescontaining invention assignment, to grant us ownership of technologies that are developed through a relationship with employees or thirdparties. We cannot guarantee that we have entered into such agreements with each party that may have or have had access to our tradesecrets or proprietary information, including our technology and processes. Despite these efforts, no assurance can be given that theconfidentiality agreements we enter into will be effective in controlling access to such proprietary information and trade secrets. Theconfidentiality agreements on which we rely to protect certain technologies may be breached, may not be adequate to protect our confidentialinformation, trade secrets and proprietary technologies and may not provide an adequate remedy in the event of unauthorized use ordisclosure of our confidential information, trade secrets or proprietary technology. Further, these agreements do not prevent our competitorsor others from independently developing the same or similar technologies and processes, which may allow them to provide a service similaror superior to ours, which could harm our competitive position.

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Enforcing a claim that a party illegally disclosed or misappropriated a trade secret is difficult, expensive, and time-consuming, and theoutcome is unpredictable. In addition, some courts inside and outside the United States are less willing or unwilling to protect trade secrets. Ifany of our trade secrets were to be lawfully obtained or independently developed by a competitor or other third party, we would have no rightto prevent them from using that technology or information to compete with us. If any of our trade secrets were to be disclosed to orindependently developed by a competitor or other third party, it could harm our competitive position, business, financial condition, results ofoperations and prospects.

Issued patents covering our offerings could be found invalid or unenforceable if challenged.

The issuance of a patent is not conclusive as to its inventorship, scope, validity or enforceability. Some of our patents or patentapplications (including licensed patents) have been, are being or may be challenged at a future point in time in opposition, derivation,reexamination, inter partes review (“IPR”), post-grant review or interference. Any successful third-party challenge to our patents in this or anyother proceeding could result in the unenforceability or invalidity of such patents, which may lead to increased competition to our business,which could harm our business. In addition, if the breadth or strength of protection provided by our patents and patent applications isthreatened, regardless of the outcome, it could dissuade companies from collaborating with us to license, develop or commercialize currentor future offering candidates.

We utilize open source software, which may pose particular risks to our proprietary software and solutions.

We use open source software in our solutions and will use open source software in the future. Companies that incorporate opensource software into their solutions have, from time to time, faced claims challenging the use of open source software and compliance withopen source license terms. Some licenses governing the use of open source software contain requirements that we make available sourcecode for modifications or derivative works we create based upon the open source software, and that we license such modifications orderivative works under the terms of a particular open source license or other license granting third parties certain rights of further use. By theterms of certain open source licenses, we could be required to release the source code of our proprietary software, and to make ourproprietary software available under open source licenses to third parties at no cost, if we combine our proprietary software with open sourcesoftware in certain manners. Although we monitor our use of open source software, we cannot assure you that all open source software isreviewed prior to use in our solutions, that our developers have not incorporated open source software into our solutions, or that they will notdo so in the future. Additionally, the terms of many open source licenses to which we are subject have not been interpreted by U.S. or foreigncourts. There is a risk that open source software licenses could be construed in a manner that imposes unanticipated conditions orrestrictions on our ability to market or provide our solutions. Companies that incorporate open source software into their products have, in thepast, faced claims seeking enforcement of open source license provisions and claims asserting ownership of open source softwareincorporated into their product. If an author or other third party that distributes such open source software were to allege that we had notcomplied with the conditions of an open source license, we could incur significant legal costs defending ourselves against such allegations. Inthe event such claims were successful, we could be subject to significant damages or be enjoined from the distribution of our software. Inaddition, the terms of open source software licenses may require us to provide software that we develop using such open source software toothers on unfavorable license terms. As a result of our current or future use of open source software, we may face claims or litigation, berequired to release our proprietary source code, pay damages for breach of contract, re-engineer our solutions, discontinue making oursolutions available in the event re-engineering cannot be accomplished on a timely basis or take other remedial action. Any such re-engineering or other remedial efforts could require significant additional research and development resources, and we may not be able tosuccessfully complete any such re-engineering or other remedial efforts. Further, in addition to risks related to license requirements, use ofcertain open source software can lead to greater risks than use of third-party commercial software, as open source licensors generally do notprovide warranties or controls on the origin of software. Any of these risks could be difficult to eliminate or manage, and, if not addressed,could have a negative effect on our business, financial condition and results of operations.

If we fail to comply with our obligations under license or technology agreements with third parties, we may be required topay damages and we could lose license rights that are critical to our business.

We license certain intellectual property, including technologies and software from third parties, that is important to our business, and inthe future we may enter into additional agreements that provide us with licenses to valuable intellectual property or technology. If we fail tocomply with any of the obligations under our license agreements, we may be required to pay damages and the licensor may have the right toterminate the license. Termination by the licensor would cause us to lose valuable rights, and could prevent us from selling our solutions andservices, or adversely impact our ability to commercialize future solutions and services. Our business would suffer if any current or futurelicenses terminate, if the licensors fail to abide by the terms of the license, if the licensors fail to enforce licensed patents against infringingthird parties, if the licensed intellectual property are found to be invalid or unenforceable, or if we are unable to enter into

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necessary licenses on acceptable terms. In addition, our rights to certain technologies, are licensed to us on a non-exclusive basis. Theowners of these non-exclusively licensed technologies are therefore free to license them to third parties, including our competitors, on termsthat may be superior to those offered to us, which could place us at a competitive disadvantage. Moreover, our licensors may own or controlintellectual property that has not been licensed to us and, as a result, we may be subject to claims, regardless of their merit, that we areinfringing or otherwise violating the licensor’s rights. In addition, the agreements under which we license intellectual property or technologyfrom third parties are generally complex, and certain provisions in such agreements may be susceptible to multiple interpretations. Theresolution of any contract interpretation disagreement that may arise could narrow what we believe to be the scope of our rights to therelevant intellectual property or technology, or increase what we believe to be our financial or other obligations under the relevant agreement.Any of the foregoing could harm our competitive position, business, financial condition, results of operations and prospects.

Risks Related to the Healthcare Industry

We may be subject to state and federal fraud and abuse and other healthcare regulatory laws and regulations. If we or ourcommercial partners act in a manner that violates such laws or otherwise engage in misconduct, we may be subject to civil orcriminal penalties as well as exclusion from government healthcare programs.

Although the consumers who use our offerings do so outside of any medication or other health benefits covered under their healthinsurance, including any commercial or government healthcare program, we may nonetheless be subject to healthcare fraud and abuseregulation and enforcement by both the U.S. federal government and the states in which we conduct our business. These laws impact,among other things, our sales, marketing, support and education programs and constrain our business and financial arrangements andrelationships with pharmacies, PBMs, pharmaceutical manufacturers, marketing partners, healthcare professionals and consumers, andinclude, but are not limited to, the following:

• the U.S. federal Anti-Kickback Statute, which prohibits, among other things, persons or entities from knowingly and willfullysoliciting, offering, receiving or paying any remuneration, directly or indirectly, overtly or covertly, in cash or in kind, to induce orreward either the referral of an individual for, or the purchase, lease, order, or arranging for or recommending the purchase, leaseor order of, any item or service, for which payment may be made, in whole or in part, under federal healthcare programs such asMedicare and Medicaid. A person or entity does not need to have actual knowledge of the statute or specific intent to violate it inorder to have committed a violation;

• the U.S. federal false claims laws, including the civil False Claims Act (which can be enforced through ‘‘qui tam,’’ or whistlebloweractions, by private citizens on behalf of the federal government), which prohibits any person from, among other things, knowinglypresenting, or causing to be presented false or fraudulent claims for payment of government funds or knowingly making, using orcausing to be made or used, a false record or statement material to an obligation to pay money to the government or knowinglyand improperly avoiding, decreasing or concealing an obligation to pay money to the U.S. federal government. In addition, thegovernment may assert that a claim including items and services resulting from a violation of the U.S. federal Anti-KickbackStatute constitutes a false or fraudulent claim for purposes of the civil False Claims Act;

• HIPAA imposes criminal and civil liability for, among other things, knowingly and willfully executing, or attempting to execute, ascheme to defraud any healthcare benefit program, or knowingly and willfully falsifying, concealing or covering up a material factor making any materially false statement, in connection with the delivery of, or payment for healthcare benefits, items or servicesby a healthcare benefit program, which includes both government and privately funded benefits programs. Similar to the U.S.federal Anti-Kickback Statute, a person or entity does not need to have actual knowledge of the statute or specific intent to violateit in order to have committed a violation;

• the federal Civil Monetary Penalties Law, which, subject to certain exceptions, prohibits, among other things, the offer or transferof remuneration, including waivers of copayments and deductible amounts (or any part thereof), to a Medicare or state healthcareprogram beneficiary if the person knows or should know it is likely to influence the beneficiary’s selection of a particular provider,practitioner or supplier of services reimbursable by a state or federal healthcare program;

• federal consumer protection and unfair competition laws, which broadly regulate platform activities and activities that potentiallyharm consumers; and

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• state laws and regulations, including state anti-kickback and false claims laws, that may apply to our business practices, including

but not limited to, research, distribution, sales and marketing arrangements and claims involving healthcare items or servicesreimbursed by any third-party payor, including private insurers and self-pay patients.

To enforce compliance with healthcare regulatory laws, certain enforcement bodies have recently increased their scrutiny ofinteractions between healthcare companies and referral sources, which has led to a number of investigations, prosecutions, convictions andsettlements in the healthcare industry. Responding to investigations can be time- and resource-consuming and can divert management’sattention from the business. Additionally, as a result of these investigations, entities may also have to agree to additional compliance andreporting requirements as part of a consent decree, non-prosecution or corporate integrity agreement. Any such investigation or settlementscould increase our costs or otherwise have an adverse effect on our business. Even an unsuccessful challenge or investigation into ourpractices could cause adverse publicity and be costly to respond.

The shifting commercial compliance environment and the need to build and maintain robust and expandable systems to comply withdifferent compliance or reporting requirements in multiple jurisdictions increase the possibility that a healthcare company may fail to complyfully with one or more of these requirements. Efforts to ensure that our business arrangements with third parties will comply with applicablehealthcare laws and regulations may involve substantial costs. It is possible that governmental authorities may conclude that our businesspractices, including, without limitation, our revenue sharing arrangements with our partners, arrangements with entities that provide us withrebate administrative services, and other sales and marketing practices, do not comply with applicable fraud and abuse or other healthcarelaws and regulations or guidance.

If our operations are found to be in violation of any of these laws or any other governmental regulations that may apply to us, we maybe subject to significant civil, criminal and administrative penalties, damages, fines, imprisonment, exclusion from government-fundedhealthcare programs, such as Medicare and Medicaid, and additional oversight and reporting requirements if we become subject to acorporate integrity agreement to resolve allegations of non-compliance with these laws and the curtailment or restructuring of our operations.If any of the pharmacies, PBMs, pharmaceutical manufacturers, marketing partners or other entities with whom we do business is found notto be in compliance with applicable laws, they may be subject to the same criminal, civil or administrative sanctions, including exclusion fromgovernment-funded healthcare programs.

We provide pricing information and discounted prices for all FDA-approved medications, including products that are regulated underfederal and state law as controlled substances. Controlled substances are subject to more onerous regulatory requirements than otherpharmaceutical products and have received increasing legal scrutiny in recent years, which will likely continue into the future. Regulatory orlegal developments that have the effect of lowering the sales of controlled substances may have a negative impact on our business.

Our telehealth offerings are subject to laws, rules and policies governing the practice of medicine and medical boardoversight.

Our ability to conduct and optimize our telehealth offerings in each state is dependent upon the state’s treatment of telehealth, such asthe permissibility of asynchronous store-and-forward telehealth, under such state’s laws, rules and policies governing the practice ofmedicine, which are subject to changing political, regulatory and other influences. Some state medical boards have established rules orinterpreted existing rules in a manner that limits or restricts our ability to conduct or optimize our business.

Our telehealth offerings offer patients the ability to see a board-certified medical professional for advice, diagnosis and treatment ofroutine health conditions on a remote basis. Due to the nature of this service and the provision of medical care and treatment by board-certified medical professionals, we and certain of our affiliated physicians and healthcare professionals are and may in the future be subjectto complaints, inquiries and compliance orders by national and state medical boards. Such complaints, inquiries or compliance orders mayresult in disciplinary actions taken by these medical boards against the licensed physicians who provide services through our telehealthofferings, which could include suspension, restriction or revocation of the physician’s medical license, probation, required continuing medicaleducation courses, monetary fines, administrative actions and other conditions. Regardless of outcome, these complaints, inquiries orcompliance orders could have an adverse impact on our telehealth offerings and our platform generally due to defense and settlement costs,diversion of management resources, negative publicity, reputational harm and other factors.

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Due to the uncertain regulatory environment, certain states may determine that we are in violation of their laws and regulations or suchlaws and regulations may change. In the event that we must remedy such violations, we may be required to modify our offerings in suchstates in a manner that undermines our offerings or business, we may become subject to fines or other penalties or, if we determine that therequirements to operate in compliance in such states are overly burdensome, we may elect to terminate our operations in such states. Ineach case, our revenue may decline and our business, financial condition and results of operations could be materially adversely affected.

In our telehealth offerings, we are dependent on our relationships with affiliated professional entities, which we do not own,to provide healthcare services, and our business would be adversely affected if those relationships were disrupted.

Our contractual relationships with our affiliated healthcare professionals providing telehealth services, our platform that enablesHeyDoctor consumers to opt in to use our prescription offering, and the recent launch of HeyDoctor’s platform where consumers can accessa third-party mail order pharmacy to fill their prescriptions may implicate certain state laws in the United States that generally prohibit non-physician entities from practicing medicine, exercising control over physicians or engaging in certain practices such as fee-splitting withphysicians. Although we believe that we have structured our arrangements to ensure that the healthcare professionals maintain exclusiveauthority regarding the delivery of medical care and prescription of medications when clinically appropriate, there can be no assurance thatthese laws will be interpreted in a manner consistent with our practices or that other laws or regulations will not be enacted in the future thatcould have a material and adverse effect on our business, financial condition and results of operations. Regulatory authorities, state medicalboards of medicine, state attorneys general and other parties, including our affiliated healthcare professionals, may assert that, despite themanagement service agreement and other arrangements through which we operate, we are engaged in the prohibited corporate practice ofmedicine, and/or that our arrangements with our affiliated professional entities constitute unlawful fee-splitting. If a state’s prohibition on thecorporate practice of medicine or fee-splitting law is interpreted in a manner that is inconsistent with our practices, we would be required torestructure or terminate our relationship with our affiliated professional entities to bring its activities into compliance with such laws. Adetermination of non-compliance, or the termination of or failure to successfully restructure these relationships could result in disciplinaryaction, penalties, damages, fines, and/or a loss of revenue, any of which could have a material and adverse effect on our business, financialcondition and results of operations. State corporate practice of medicine doctrines and fee-splitting prohibitions also often impose penaltieson healthcare professionals for aiding the corporate practice of medicine, which could discourage physicians and other healthcareprofessionals from participating in our network of providers.

The impact of recent healthcare reform legislation and other changes in the healthcare industry and in healthcare spendingon us is currently unknown, but may adversely affect our business, financial condition and results of operations.

Our revenue is dependent on the healthcare industry and could be affected by changes in healthcare spending and policy. Thehealthcare industry is subject to changing political, regulatory and other influences. The Patient Protection and Affordable Care Act, asamended by the Healthcare and Education Reconciliation Act of 2010 (collectively, the “ACA”), enacted in March 2010, made major changesin how healthcare is delivered and reimbursed, and increased access to health insurance benefits to the uninsured and underinsuredpopulation of the United States. The ACA, among other things, required manufacturers to participate in a coverage gap discount program,under which they must agree to offer 70% point-of-sale discounts off negotiated prices of applicable brand medications to eligiblebeneficiaries during their coverage gap period, as a condition for the manufacturer’s outpatient medications to be covered under MedicarePart D, increased the number of individuals with Medicaid and private insurance coverage, implemented reimbursement policies that tiepayment to quality, facilitated the creation of accountable care organizations that may use capitation and other alternative paymentmethodologies, strengthened enforcement of fraud and abuse laws and encouraged the use of information technology.

Since its enactment, there have been judicial, U.S. congressional and executive branch challenges to certain aspects of the ACA, andwe expect there will be additional challenges and amendments to the ACA in the future. For example, the Tax Cuts and Jobs Act of 2017 (the“Tax Act”) was enacted, which includes a provision repealing, effective January 1, 2019, the tax-based shared responsibility paymentimposed by the ACA on certain individuals who fail to maintain qualifying health coverage for all or part of a year, which is commonly referredto as the “individual mandate.” On December 14, 2018, a U.S. District Court judge in the Northern District of Texas ruled that the individualmandate is a critical and inseverable feature of the ACA, and therefore, because it was repealed as part of the Tax Act, the remainingprovisions of the ACA are invalid as well. On December 18, 2019, the U.S. Court of Appeals for the 5th Circuit affirmed the District Court’sdecision that the individual mandate was unconstitutional but remanded the case back to the District Court to determine whether theremaining provisions of the ACA are invalid as well. On March 2, 2020, the U.S. Supreme Court granted the petitions for writs of certiorari toreview the case, although it is unclear when a decision will be made or how the Supreme Court will rule.

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In addition, there may be other efforts to challenge, repeal or replace the ACA will impact the ACA. We are continuing to monitor anychanges to the ACA that, in turn, may potentially impact our business in the future.

In addition, recently there has been heightened governmental scrutiny over the manner in which pharmaceutical manufacturers setprices for their marketed products, which has resulted in several U.S. congressional inquiries and proposed and enacted federal and statelegislation designed to, among other things, bring more transparency to medication pricing, reduce the cost of prescription medications undergovernment payor programs, and review the relationship between pricing and manufacturer patient programs. At the federal level, the Trumpadministration’s budget proposal for fiscal year 2021 includes a $135 billion allowance to support legislative proposals seeking to reducemedication prices, increase competition, lower out-of-pocket medication costs for patients, and increase patient access to lower-cost genericand biosimilar medications. In July 2020, President Trump signed four executive orders that attempt to implement several of theadministration’s proposals, including one that directs HHS to finalize the rulemaking process on modifying certain Anti-Kickback Statute safeharbors if HHS confirms that the action is not projected to increase federal spending, Medicare beneficiary premiums, or patients’ total out-of-pocket costs. The other executive orders include a policy that would tie Medicare Part B drug prices to international drug prices; an order thatdirects HHS to finalize the Canadian drug importation proposed rule previously issued by HHS allowing states to submit importation programproposals to the FDA for review and authorization and makes other changes allowing for the facilitation of grants to individuals of waivers ofthe prohibition of importation of prescription drugs, provided such importation poses no additional risk to public safety, and one that reducescosts of insulin and epipens to patients of federally qualified health centers. Congress and the Trump administration have each indicated thatit will continue to seek new legislative and/or administrative measures to control medication costs. It is unclear whether any futurepresidential administration will pursue similar measures or maintain the Trump administration’s executive orders.

Individual states in the United States have also increasingly passed legislation and implemented regulations designed to controlmedication pricing, including price or patient reimbursement constraints, discounts, restrictions on certain product access, disclosure,transparency and reporting requirements to regulatory agencies regarding marketing costs and discounts provided to patients, such as thoseprovided through our prescription offering and subscription offerings, for prescription medications dispensed by pharmacies, and, in somecases, designed to encourage importation from other countries and bulk purchasing. We expect that additional state and federal healthcarereform measures will be adopted in the future, any of which could impact the amounts that federal and state governments and other third-party payors will pay for healthcare products and services or require us to restructure our existing arrangements with PBMs andpharmaceutical manufacturers, any of which could adversely affect our business, financial condition and results of operations.

Risks Related to Ownership of Our Class A Common Stock

The dual class structure of our common stock may adversely affect the trading market for our Class A common stock.

We cannot predict whether our dual class structure will result in a lower or more volatile market price of our Class A common stock orin adverse publicity or other adverse consequences. For example, certain index providers have announced restrictions on includingcompanies with dual class or multi-class share structures in certain of their indexes. In July 2017, S&P Dow Jones and FTSE Russellannounced changes to their eligibility criteria for the inclusion of shares of public companies on certain indices, including the Russell 2000,the S&P 500, the S&P MidCap 400 and the S&P SmallCap 600, to exclude companies with multiple classes of shares of common stock frombeing added to these indices. Beginning in 2017, MSCI, a leading stock index provider, opened public consultations on their treatment of no-vote and multi-class structures and temporarily barred new multi-class listings from certain of its indices; however, in October 2018, MSCIannounced its decision to include equity securities “with unequal voting structures” in its indices and to launch a new index that specificallyincludes voting rights in its eligibility criteria. As a result, our dual class capital structure would make us ineligible for inclusion in any of theseindices, and mutual funds, exchange-traded funds and other investment vehicles that attempt to passively track these indices will not beinvesting in our stock. These policies are still fairly new and it is as of yet unclear what effect, if any, they will have on the valuations ofpublicly traded companies excluded from the indices, but it is possible that they may depress these valuations compared to those of othersimilar companies that are included. Furthermore, we cannot assure you that other stock indices will not take a similar approach to S&P DowJones or FTSE Russell in the future. Exclusion from indices could make our Class A common stock less attractive to investors and, as aresult, the market price of our Class A common stock could be adversely affected.

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The parties to our stockholders agreement, who hold a significant portion of our Class B common stock, control thedirection of our business and such parties’ ownership of our common stock prevents you and other stockholders from influencingsignificant decisions.

The holders of our Class B common stock, including the parties to our stockholders agreement, who also hold a significant portion ofour Class B common stock, own approximately 98.8% of the combined voting power of our Class A and Class B common stock, with eachshare of Class A common stock entitling the holder to one vote and each share of Class B common stock entitling the holder to 10 votes,until the earlier of, (i) the first date on which the aggregate number of outstanding shares of our Class B common stock ceases to representat least 10% of the aggregate number of our outstanding shares of common stock and (ii) seven years from September 25, 2020, on allmatters submitted to a vote of our stockholders. Moreover, the parties to our stockholders agreement, who also hold Class A and Class Bcommon stock, own 91.3% of the combined voting power of our Class A and Class B common stock . Additionally, we will issue additionalshares of Class B common stock in the future, including up to 24,633,066 shares of Class B common stock issuable in connection with thegrant of restricted stock unit awards covering an aggregate of 12,316,533 shares of Class B common stock to each of our Co-ChiefExecutive Officers in connection with our IPO (the “Founders Awards”). In addition, we agree to nominate to our board of directors individualsdesignated by Silver Lake, Francisco Partners, Spectrum and Idea Men, LLC in accordance with our stockholders agreement. Silver Lake,Francisco Partners, Spectrum and Idea Men, LLC each retain the right to designate directors for so long as they beneficially own at least 5%of the aggregate number of shares of common stock outstanding. Even when the parties to our stockholders agreement cease to own sharesof our stock representing a majority of the total voting power, for so long as the parties to our stockholders agreement continue to own asignificant percentage of our stock, particularly our Class B common stock, they will still be able to significantly influence or effectively controlthe composition of our board of directors and the approval of actions requiring stockholder approval through their voting power. Accordingly,for such period of time, the parties to our stockholders agreement will have significant influence with respect to our management, businessplans and policies. In particular, for so long as the parties to our stockholders agreement continue to own a significant percentage of ourstock, particularly our Class B common stock, the parties to our stockholders agreement may be able to cause or prevent a change of controlof our Company or a change in the composition of our board of directors, and could preclude any unsolicited acquisition of our Company. Theconcentration of ownership could deprive you of an opportunity to receive a premium for your shares of Class A common stock as part of asale of our Company and ultimately might affect the market price of our Class A common stock.

Further, our amended and restated certificate of incorporation provides that the doctrine of “corporate opportunity” will not apply withrespect to the parties to our stockholders agreement or their affiliates (other than us and our subsidiaries), and any of their respectiveprincipals, members, directors, partners, stockholders, officers, employees or other representatives (other than any such person who is alsoour employee or an employee of our subsidiaries), or any director or stockholder who is not employed by us or our subsidiaries.

Substantial future sales by the parties to our stockholders agreement or other holders of our common stock, or theperception that such sales may occur, could depress the price of our Class A common stock.

The parties to our stockholders agreement collectively own 82.9% of our outstanding shares of common stock. Subject to therestrictions described in the paragraph below, future sales of these shares are subject to the volume and other restrictions of Rule 144 underthe Securities Act for so long as such parties are deemed to be our affiliates, unless the shares to be sold are registered with the SEC. Thesestockholders are entitled to rights with respect to the registration of their shares. We are unable to predict with certainty whether or whensuch parties will sell a substantial number of shares of our Class A common stock. The sale by the parties to our stockholders agreement of asubstantial number of shares, or a perception that such sales could occur, could significantly reduce the market price of our Class A commonstock.

We and all directors, officers and the holders of substantially all of our outstanding common stock and stock options have agreed that,without the prior written consent of at least three of the representatives on behalf of the underwriters of our IPO, we and they will not, and willnot publicly disclose an intention to, during the period ending 180 days after September 22, 2020, or the restricted period, (i) offer, pledge,sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant topurchase, lend or otherwise transfer or dispose of, directly or indirectly, any shares of common stock or any securities convertible into orexercisable or exchangeable for shares of common stock, (ii) file any registration statement with the SEC relating to the offering of anyshares of common stock or any securities convertible into or exercisable or exchangeable for common stock or (iii) enter into any swap orother arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the common stock;provided, however, that with respect to each of our non-executive employees that have agreed to the lock-up restrictions described above, if(a)(1) we have filed our first quarterly report on Form 10-Q (the “first filing date”), and (2) the last reported closing price of the Class Acommon stock on the Nasdaq Global Select Market is at least 33% greater than the initial public

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offering price of $33 per share for 10 out of the 15 consecutive trading days ending on the first filing date, then 20% of the lock-up party’sshares of common stock that are subject to the restricted period will be automatically released from such restrictions immediately prior to theopening of trading on the Nasdaq Global Select Market on the second trading day following the first filing date, which percentage shall becalculated based on the number of shares of common stock subject to the restricted period that are held by such lock-up party as of the firstfiling date; and/or (b)(1) we have filed our second quarterly report on Form 10-Q or our first annual report on Form 10-K (the “second filingdate”), and (2) the last reported closing price is at least 33% greater than the IPO price for 10 out of the 15 consecutive trading days endingon the second filing date, then 30% of the lock-up party’s shares of common stock that are subject to the restricted period will beautomatically released from such restrictions immediately prior to the opening of trading on the Nasdaq Global Select Market on the secondtrading day following the second filing date, which percentage shall be calculated based on the number of shares of common stock subject tothe restricted period that are held by such lock-up party as of the second filing date. The automatic releases described above do not apply toDouglas Hirsch, Trevor Bezdek, Karsten Voermann, Andrew Slutsky, Babak Azad or Bansi Nagji. In the aggregate, our non-executiveemployees held 7,031,696 shares of our Class B common stock as of September 30, 2020.

We anticipate incurring substantial stock-based compensation expense and incurring substantial obligations related to thevesting and settlement of RSUs granted in connection with our IPO, which may have an adverse effect on our financial conditionand results of operations and may result in substantial dilution.

In light of the large number of RSUs subject to the Founders Awards that were granted in connection with our IPO in September 2020,we have incurred and anticipate that we will incur substantial additional stock-based compensation and expend substantial funds to satisfytax withholding and remittance obligations as these RSUs vest over time. The grant date fair value of the Founders Awards was $533.3million, of which $98.1 million was recognized during the three months ended September 30, 2020. Given the Company’s stock price for thepost IPO period, all of the stock price goals with respect to the Performance-Vesting Founders Awards, (see note 9 of our condensedconsolidated financial statements) were achieved in October 2020. As a result, all 16,422,044 Performance-Vesting Founders Awardsvested, resulting in recognition of approximately $232.1 million of stock-based compensation expense for the fourth quarter of 2020. Theunrecognized compensation expense associated with the time vesting portion of the Founders Awards of $203.1 million as of September 30,2020 is expected to be recognized over the remaining service period of 2.1 years, with $43.0 million expected to be recognized in the fourthquarter of 2020, bringing the total expense related to the Founders Awards in the fourth quarter to approximately $275.1 million. In addition,as a result of the Founders Awards, and the Performance-Vesting Founders Awards in particular, a large number of shares of Class Bcommon stock will be issued on the settlement date. On the settlement dates for the RSUs, we plan to withhold shares and remit taxes onbehalf of the holders of such Founders Awards at applicable statutory rates, which we refer to as net settlement, which may result insubstantial tax withholding obligations. The amount of tax withholding obligations will depend on the price of our Class A common stock, theactual number of RSUs for which the vesting conditions are satisfied over time and the applicable tax withholding rates then in effect.Notwithstanding the vesting in October 2020 of the entire Performance-Vesting Founders Awards, the associated shares will not be issueduntil three years from the vesting date or, if earlier, a change in control event, as defined in the RSU agreements governing the FoundersAwards.

Assuming an approximate 50% tax withholding rate and stock price of $55.00 per share at vesting and settlement, for the 16.4 millionPerformance-Vesting Founders Award shares that vested as described in the preceding paragraph, we estimate that our cash obligation onbehalf of our Co-Founders to the relevant tax authorities to satisfy tax withholding obligations would be approximately $447.8 million, and wewould deliver an aggregate of approximately 8.2 million shares of our Class B common stock to net settle these awards, after withholding anaggregate of approximately 8.2 million shares of our Class B common stock. Cash payments for income tax withholdings are due upon thesettlement date of the RSUs which is the third anniversary of the applicable vesting date or, if earlier, upon a qualifying change in controlevent. The actual amount of the tax obligations and the number of shares to be delivered could be higher or lower, depending on the price ofour Class A common stock upon settlement and the applicable tax withholding rates then in effect.

We are a “controlled company” under the corporate governance rules of The Nasdaq Stock Market and, as a result, qualifyfor, and intend to rely on, exemptions from certain corporate governance requirements. You will not have the same protectionsafforded to stockholders of companies that are subject to such requirements.

Certain affiliates of Silver Lake, Francisco Partners, Spectrum and Idea Men, LLC own approximately 91.3% of the combined votingpower of our Class A and Class B common stock and are parties, among others, to a stockholders agreement. As a result, we are a“controlled company” within the meaning of the corporate governance standards of The Nasdaq Stock Market rules. Under these rules, alisted company of which more than 50% of the voting power is held by an

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individual, group or another company is a “controlled company” and may elect not to comply with certain corporate governance requirements,including:

• the requirement that a majority of its board of directors consist of independent directors;

• the requirement that its director nominations be made, or recommended to the full board of directors, by its independent directorsor by a nominations committee that is comprised entirely of independent directors and that it adopt a written charter or boardresolution addressing the nominations process; and

• the requirement that it have a compensation committee that is composed entirely of independent directors with a written charteraddressing the committee’s purpose and responsibilities.

We do not intend to rely on all of these exemptions. However, as long as we remain a “controlled company,” we may elect in the futureto take advantage of any of these exemptions. As a result of any such election, our board of directors would not have a majority ofindependent directors, our compensation committee would not consist entirely of independent directors and our directors would not benominated or selected by independent directors, as applicable. Accordingly, you will not have the same protections afforded to stockholdersof companies that are subject to all of the corporate governance requirements of The Nasdaq Stock Market rules.

We are an “emerging growth company” and our compliance with the reduced reporting and disclosure requirementsapplicable to “emerging growth companies” may make our Class A common stock less attractive to investors.

We are an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and we haveelected to take advantage of certain exemptions and relief from various reporting requirements that are applicable to other public companiesthat are not “emerging growth companies.” These provisions include, but are not limited to: being permitted to have only two years of auditedfinancial statements and only two years of related selected financial data and management’s discussion and analysis of financial conditionand results of operations disclosures; being exempt from compliance with the auditor attestation requirements of Section 404(b) of theSarbanes-Oxley Act; being exempt from any rules that could be adopted by the Public Company Accounting Oversight Board requiringmandatory audit firm rotations or a supplement to the auditor’s report on financial statements; being subject to reduced disclosure obligationsregarding executive compensation in our periodic reports and proxy statements; and not being required to hold nonbinding advisory votes onexecutive compensation or on any golden parachute payments not previously approved.

In addition, while we are an “emerging growth company,” we will not be required to comply with any new financial accounting standarduntil such standard is generally applicable to private companies. As a result, our financial statements may not be comparable to companiesthat are not “emerging growth companies” or elect not to avail themselves of this provision.

We may remain an “emerging growth company” until as late as December 31, 2025, the fiscal year-end following the fifth anniversaryof the completion of the initial public offering of our common stock, though we may cease to be an “emerging growth company” earlier undercertain circumstances, including if (i) we have more than $1.07 billion in annual revenue in any fiscal year, (ii) we become a “largeaccelerated filer,” with at least $700 million of equity securities held by non-affiliates as of the end of the second quarter of that fiscal year or(iii) we issue more than $1.0 billion of non-convertible debt over a three-year period.

The exact implications of the JOBS Act are still subject to interpretations and guidance by the SEC and other regulatory agencies, andwe cannot assure you that we will be able to take advantage of all of the benefits of the JOBS Act. In addition, investors may find our Class Acommon stock less attractive to the extent we rely on the exemptions and relief granted by the JOBS Act. If some investors find our Class Acommon stock less attractive as a result, there may be a less active trading market for our Class A common stock and our stock price maydecline or become more volatile.

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Delaware law and provisions in our amended and restated certificate of incorporation and amended and restated bylawscould make a merger, tender offer or proxy contest more difficult, limit attempts by our stockholders to replace or remove ourcurrent management and limit the market price of our Class A common stock.

Certain provisions in our amended and restated certificate of incorporation and amended and restated bylaws contain provisions thatmay make the acquisition of our company more difficult, including the following:

• amendments to certain provisions of our amended and restated certificate of incorporation or amendments to our amended andrestated bylaws generally require the approval of at least 66 2/3% of the voting power of our outstanding capital stock;

• our dual class common stock structure, which provides certain affiliates of Silver Lake, Francisco Partners, Spectrum, Idea Men,LLC and our Co-Founders, individually or together, with the ability to significantly influence the outcome of matters requiringstockholder approval, even if they own significantly less than a majority of the shares of our outstanding Class A common stockand Class B common stock;

• our staggered board;

• at any time when the holders of our Class B common stock no longer beneficially own, in the aggregate, at least the majority ofthe voting power of our outstanding capital stock, our stockholders will only able to take action at a meeting of stockholders andwill not able to take action by written consent for any matter;

• our amended and restated certificate of incorporation does not provide for cumulative voting;

• vacancies on our board of directors are able to be filled only by our board of directors and not by stockholders, subject to therights granted pursuant to the stockholders agreement;

• a special meeting of our stockholders may only be called by the chairperson of our board of directors, our Chief Executive Officeror our Co-Chief Executive Officers, as applicable, or a majority of our board of directors;

• restrict the forum for certain litigation against us to Delaware or the federal courts, as applicable;

• our amended and restated certificate of incorporation authorizes undesignated preferred stock, the terms of which may beestablished and shares of which may be issued without further action by our stockholders; and

• advance notice procedures apply for stockholders (other than the parties to our stockholders agreement) to nominate candidatesfor election as directors or to bring matters before an annual meeting of stockholders.

In addition, we have opted out of Section 203 of the Delaware General Corporation Law, but our amended and restated certificate ofincorporation provides that engaging in any of a broad range of business combinations with any “interested stockholder” (any entity or personwho, together with that entity’s or person’s affiliates and associates, owns or within the previous three years owned, 15% or more of ouroutstanding voting stock) for a period of three years following the date on which the stockholder became an “interested stockholder” isprohibited, provided, however, that, under our amended and restated certificate of incorporation, the parties to our stockholders agreementand any of their respective affiliates are not deemed to be interested stockholders regardless of the percentage of our outstanding votingstock owned by them, and accordingly are not subject to such restrictions.

These provisions, alone or together, could discourage, delay or prevent a transaction involving a change in control of our company.These provisions could also discourage proxy contests and make it more difficult for stockholders to elect directors of their choosing and tocause us to take other corporate actions they desire, any of which, under certain circumstances, could limit the opportunity for ourstockholders to receive a premium for their shares of our Class A common stock, and could also affect the price that some investors arewilling to pay for our Class A common stock.

Our amended and restated certificate of incorporation provides that the doctrine of “corporate opportunity” does not applywith respect to certain parties to our stockholders agreement and any director or stockholder who is not employed by us or oursubsidiaries.

The doctrine of corporate opportunity generally provides that a corporate fiduciary may not develop an opportunity using corporateresources, acquire an interest adverse to that of the corporation or acquire property that is reasonably incident to the present or prospectivebusiness of the corporation or in which the corporation has a present or expectancy interest, unless that opportunity is first presented to thecorporation and the corporation chooses not to pursue that opportunity. The doctrine of corporate opportunity is intended to preclude officersor directors or other fiduciaries from personally benefiting from opportunities that belong to the corporation. Our amended and restatedcertificate of

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incorporation, provides that the doctrine of “corporate opportunity” does not apply with respect to the parties to our stockholders agreementor their affiliates (other than us and our subsidiaries), and any of their respective principals, members, directors, partners, stockholders,officers, employees or other representatives (other than any such person who is also our employee or an employee of our subsidiaries), orany director or stockholder who is not employed by us or our subsidiaries. SLP Geology Aggregator, L.P., Francisco Partners IV, L.P.,Francisco Partners IV-A, L.P., Spectrum Equity VII, L.P., Spectrum VII Investment Managers’ Fund, L.P., Spectrum VII Co-Investment Fund,L.P. and Idea Men, LLC or their affiliates and any director or stockholder who is not employed by us or our subsidiaries, therefore, have noduty to communicate or present corporate opportunities to us, and have the right to either hold any corporate opportunity for their (and theiraffiliates’) own account and benefit or to recommend, assign or otherwise transfer such corporate opportunity to persons other than us,including to any director or stockholder who is not employed by us or our subsidiaries. As a result, certain of our stockholders, directors andtheir respective affiliates are not prohibited from operating or investing in competing businesses. We, therefore, may find ourselves incompetition with certain of our stockholders, directors or their respective affiliates, and we may not have knowledge of, or be able to pursue,transactions that could potentially be beneficial to us. Accordingly, we may lose a corporate opportunity or suffer competitive harm, whichcould negatively impact our business, operating results and financial condition.

Our amended and restated certificate of incorporation provides that the Court of Chancery of the State of Delaware will bethe sole and exclusive forum for certain stockholder litigation matters and the federal district courts of the United States shall bethe exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act, which couldlimit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, employees orstockholders.

Our amended and restated certificate of incorporation provides that, unless we otherwise consent in writing, (A) (i) any derivativeaction or proceeding brought on behalf of the Company, (ii) any action asserting a claim of breach of a fiduciary duty owed by any current orformer director, officer, other employee or stockholder of the Company to the Company or the Company’s stockholders, (iii) any actionasserting a claim arising pursuant to any provision of the Delaware General Corporation Law, our amended and restated certificate ofincorporation or our amended and restated bylaws (as either may be amended or restated) or as to which the Delaware General CorporationLaw confers exclusive jurisdiction on the Court of Chancery of the State of Delaware or (iv) any action asserting a claim governed by theinternal affairs doctrine of the law of the State of Delaware shall, to the fullest extent permitted by law, be exclusively brought in the Court ofChancery of the State of Delaware or, if such court does not have subject matter jurisdiction thereof, the federal district court of the State ofDelaware; and (B) the federal district courts of the United States shall be the exclusive forum for the resolution of any complaint asserting acause of action arising under the Securities Act. Notwithstanding the foregoing, the exclusive forum provision shall not apply to claimsseeking to enforce any liability or duty created by the Exchange Act. The choice of forum provision may limit a stockholder’s ability to bring aclaim in a judicial forum that it finds favorable for disputes with us or our directors, officers or other employees, which may discourage suchlawsuits against us and our directors, officers, and other employees, although our stockholders will not be deemed to have waived ourcompliance with federal securities laws and the rules and regulations thereunder. Alternatively, if a court were to find the choice of forumprovision contained in our amended and restated certificate of incorporation to be inapplicable or unenforceable in an action, we may incuradditional costs associated with resolving such action in other jurisdictions, which could harm our business, results of operations, andfinancial condition. Any person or entity purchasing or otherwise acquiring or holding any interest in shares of our capital stock shall bedeemed to have notice of and consented to the forum provisions in our amended and restated certificate of incorporation.

We do not intend to pay dividends for the foreseeable future.

We currently intend to retain any future earnings to finance the operation and expansion of our business and we do not expect todeclare or pay any dividends in the foreseeable future. Moreover, the terms of our existing Credit Agreement restrict our ability to paydividends, and any additional debt we may incur in the future may include similar restrictions. In addition, Delaware law may imposerequirements that may restrict our ability to pay dividends to holders of our common stock. As a result, stockholders must rely on sales oftheir Class A common stock after price appreciation as the only way to realize any future gains on their investment.

We are a holding company and depend on our subsidiaries for cash to fund operations and expenses, including futuredividend payments, if any.

We are a holding company that does not conduct any business operations of our own. As a result, we are largely dependent uponcash distributions and other transfers from our subsidiaries to meet our obligations and to make future dividend payments, if any. We do notcurrently expect to declare or pay dividends on our common stock for the foreseeable

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future; however, the agreements governing the indebtedness of our subsidiaries impose restrictions on our subsidiaries’ ability to paydividends or other distributions to us. The deterioration of the earnings from, or other available assets of, our subsidiaries for any reasoncould impair their ability to make distributions to us.

General Risk Factors

We may experience fluctuations in our tax obligations and effective tax rate, which could materially and adversely affect ourresults of operations.

We are subject to U.S. federal and state income taxes. Tax laws, regulations and administrative practices in various jurisdictions maybe subject to significant change, with or without advance notice, due to economic, political and other conditions, and significant judgment isrequired in evaluating and estimating our provision and accruals for these taxes. There are many transactions that occur during the ordinarycourse of business for which the ultimate tax determination is uncertain. Our effective tax rates could be affected by numerous factors, suchas changes in tax, accounting and other laws, regulations, administrative practices, principles and interpretations, the mix and level ofearnings in a given taxing jurisdiction or our ownership or capital structures.

Future litigation could have a material adverse effect on our business and results of operations.

Lawsuits and other administrative or legal proceedings that may arise in the course of our operations can involve substantial costs,including the costs associated with investigation, litigation and possible settlement, judgment, penalty or fine. In addition, lawsuits and otherlegal proceedings may be time consuming to defend or prosecute and may require a commitment of management and personnel resourcesthat will be diverted from our normal business operations. Although we generally maintain insurance to mitigate certain costs, there can be noassurance that costs associated with lawsuits or other legal proceedings will not exceed the limits of insurance policies. Moreover, we maybe unable to continue to maintain our existing insurance at a reasonable cost, if at all, or to secure additional coverage, which may result incosts associated with lawsuits and other legal proceedings being uninsured. Our business, financial condition and results of operations couldbe adversely affected if a judgment, settlement penalty or fine is not fully covered by insurance.

We may need additional capital in the future, which may not be available to us on favorable terms, or at all, and may diluteyour ownership of our Class A common stock.

We intend to continue to make investments to support our business growth and may require additional capital to fund and support ourbusiness, to respond to competitive challenges or take advantage of strategic opportunities. Accordingly, we may require additional capitalfrom equity or debt financing in the future and may not be able to secure timely additional financing on favorable terms, or at all. The terms ofany additional financing may place limits on our financial and operating flexibility, including our ability to issue or repurchase equity, developnew or enhanced existing offerings, complete acquisitions or otherwise take advantage of business opportunities. If we raise additional fundsor finance acquisitions through further issuances of equity, convertible debt securities or other securities convertible into equity, you and ourother stockholders could suffer significant dilution in your percentage ownership of our company, and any new securities we issue could haverights, preferences and privileges senior to those of holders of our Class A common stock. If we raise additional funds through debt financing,such financing could impose restrictive covenants relating to our capital-raising activities and other financial and operational matters, whichmay make it more difficult for us to obtain additional capital or to pursue business opportunities, including potential acquisitions. If we areunable to obtain adequate financing or financing on terms satisfactory to us, if and when we require it, including as a result of the disruptionto the capital and debt markets caused by the COVID-19 pandemic or a similar pandemic, our ability to grow or support our business and torespond to business challenges could be significantly limited.

Changes in U.S. patent law could diminish the value of patents in general, thereby impairing our ability to protect ourplatform or features of our platform and offerings.

There are a number of changes to the patent laws that may have a significant impact on our ability to protect our technology andenforce our intellectual property rights. For example, the Leahy-Smith America Invents Act (the “AIA”), enacted in September 2011, resultedin significant changes in patent legislation. An important change introduced by the AIA is that, as of March 16, 2013, the United Statestransitioned from a “first-to-invent” to a “first-to-file” system for deciding which party should be granted a patent when two or more patentapplications are filed by different parties claiming the same invention. Under a “first-to-file” system, assuming the other requirements forpatentability are met, the first inventor to file a patent application generally will be entitled to a patent on the invention regardless of whetheranother inventor had made the invention earlier. A third party that files a patent application in the U.S. Patent and Trademark Office(“USPTO”) after

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that date but before us could therefore be awarded a patent covering an invention of ours even if we made the invention before it was madeby the third party. Circumstances could prevent us from promptly filing patent applications on our inventions. The AIA also includes a numberof significant changes that affect the way patent applications will be prosecuted and also may affect patent litigation. These include allowingthird party submission of prior art to the USPTO during patent prosecution and additional procedures to attack the validity of a patent byUSPTO administered post-grant proceedings, including post-grant review, IPR and derivation proceedings.

There are also a number of changes to the patent laws being considered that, if enacted, may have a significant impact on our abilityto protect our technology and enforce our intellectual property rights. For example, the Senate Judiciary Committee’s Subcommittee onIntellectual Property in 2019 held hearings on expanding the test for patent definiteness under Section 112(f) of the Patent Act to combat theassertion of overbroad claims. Such changes could result in a diminished value for issued patents which properly captured the scope entitledto them as of the time of examination, but might fail the new test if it is enacted. Alternatively, the USPTO could decide to strengthen itsexamination under Section 112(f), leading to fewer issuing patents or patents issuing with more limited scope.

There are also legislative discussions regarding the changing of rules relating to post-grant review of patents through IPR or coveredbusiness method (“CBM”) review. For example, current case law holds that the Patent Trial and Appeal Board (“PTAB”) has the sole authorityto determine whether to institute an IPR or CBM, and such decision is unreviewable on appeal. Efforts to amend the law to allow appellatereview of PTAB institution decisions could result in an increase of institution as a result of such appellate review, and a correspondingincrease in invalidation through these processes. Because of a lower evidentiary standard in PTAB proceedings compared to the evidentiarystandard in U.S. federal courts necessary to invalidate a patent claim, a third party could potentially provide evidence in a PTAB proceedingsufficient for the PTAB to hold a claim invalid even though the same evidence would be insufficient to invalidate the claim if first presented ina district court action. Accordingly, a third party may attempt to use the PTAB procedures to invalidate our patent claims that would not havebeen invalidated if first challenged by the third party as a defendant in a district court action, and legislative attempts to make it easier toappeal successful patent-holder results could diminish the value of patents.

In addition, the patent position of companies engaged in the development and commercialization of software and internet e-commerce is particularly uncertain. Various courts, including the Supreme Court have rendered decisions that affect the scope ofpatentability of certain inventions or discoveries relating to certain software and business method patents. These decisions state, amongother things, that a patent claim that recites an abstract idea, natural phenomenon or law of nature is not itself patentable. Precisely whatconstitutes a law of nature or abstract idea is uncertain, and it is possible that certain aspects of our software or business methods would beconsidered abstract ideas. Accordingly, the evolving case law in the United States may adversely affect our ability to obtain patents and mayfacilitate third-party challenges to any owned or licensed patents. The laws of some foreign countries do not protect intellectual propertyrights to the same extent as the laws of the United States, and we may encounter difficulties in protecting and defending such rights inforeign jurisdictions. The legal systems of many other countries do not favor the enforcement of patents and other intellectual propertyprotection, particularly those relating to software, which could make it difficult for us to stop the infringement of our patents in such countries.Proceedings to enforce our patent rights in foreign jurisdictions could result in substantial cost and divert our efforts and attention from otheraspects of our business.

We may not be able to enforce our intellectual property rights throughout the world.

We may also be required to protect our proprietary technology and content in an increasing number of jurisdictions, a process that isexpensive and may not be successful, or which we may not pursue in every location. Filing, prosecuting, maintaining, defending, andenforcing intellectual property rights on our solutions, services, and technologies in all countries throughout the world would be prohibitivelyexpensive, and our intellectual property rights in some countries outside the United States can be less extensive than those in the UnitedStates. We do not own and have not registered or applied for intellectual property outside the United States. Competitors may use ourtechnologies in jurisdictions where we have not obtained protection to develop their own solutions and services and, further, may exportotherwise violating solutions and services to territories where we have protection but enforcement is not as strong as that in the UnitedStates. These solutions and services may compete with our solutions and services, and our intellectual property rights may not be effectiveor sufficient to prevent them from competing. In addition, the laws of some foreign countries do not protect proprietary rights to the sameextent as the laws of the United States, and many companies have encountered significant challenges in establishing and enforcing theirproprietary rights outside of the United States. These challenges can be caused by the absence or inconsistency of the application of rulesand methods for the establishment and enforcement of intellectual property rights outside of the United States. For instance, there is nouniform worldwide policy regarding patentable subject matter or the scope of claims allowable for business methods. As such, we do notknow the degree of future protection that we will have on our technologies, products and services.

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In addition, the legal systems of some countries, particularly developing countries, do not favor the enforcement of intellectual propertyprotection, especially those relating to healthcare. This could make it difficult for us to stop the misappropriation or other violation of our otherintellectual property rights. Accordingly, we may choose not to seek protection in certain countries, and we will not have the benefit ofprotection in such countries. Proceedings to enforce our intellectual property rights in foreign jurisdictions could result in substantial costs anddivert our efforts and attention from other aspects of our business. Accordingly, our efforts to protect our intellectual property rights in suchcountries may be inadequate. In addition, changes in the law and legal decisions by courts in the United States and foreign countries mayaffect our ability to obtain adequate protection for our solutions, services and other technologies and the enforcement of intellectual property.Any of the foregoing could harm our competitive position, business, financial condition, results of operations and prospects.

We may be subject to claims that our employees, consultants, or advisors have wrongfully used or disclosed alleged tradesecrets of their current or former employers or claims asserting ownership of what we regard as our own intellectual property.

Many of our employees, consultants, and advisors are currently or were previously employed at other companies in our field, includingour competitors or potential competitors. Although we try to ensure that our employees, consultants, and advisors do not use the proprietaryinformation or know-how of others in their work for us, we may be subject to claims that we or these individuals have used or disclosedintellectual property, including trade secrets or other proprietary information, of any such individual’s current or former employer. Litigationmay be necessary to defend against these claims. If we fail in defending any such claims, in addition to paying monetary damages, we maylose valuable intellectual property rights or personnel. Even if we are successful in defending against such claims, litigation could result insubstantial costs and be a distraction to management.

In addition, while it is our policy to require our employees and contractors who may be involved in the conception or development ofintellectual property to execute agreements assigning such intellectual property to us, we may be unsuccessful in executing such anagreement with each party who, in fact, conceives or develops intellectual property that we regard as our own. The assignment of intellectualproperty rights may not be self-executing, or the assignment agreements may be breached, and we may be forced to bring claims againstthird parties, or defend claims that they may bring against us, to determine the ownership of what we regard as our intellectual property. Anyof the foregoing could harm our competitive position, business, financial condition, results of operations and prospects.

If we cannot license rights to use technologies on reasonable terms, we may not be able to commercialize new solutions orservices in the future.

In the future, we may identify additional third-party intellectual property we may need to license in order to engage in our business,including to develop or commercialize new solutions or services. However, such licenses may not be available on acceptable terms or at all.The licensing or acquisition of third-party intellectual property rights is a competitive area, and several more established companies maypursue strategies to license or acquire third-party intellectual property rights that we may consider attractive or necessary. These establishedcompanies may have a competitive advantage over us due to their size, capital resources and greater development or commercializationcapabilities. In addition, companies that perceive us to be a competitor may be unwilling to assign or license rights to us. Even if suchlicenses are available, we may be required to pay the licensor substantial royalties based on sales of our solutions and services. Suchroyalties are a component of the cost of our solutions or services and may affect the margins on our solutions and services. In addition, suchlicenses may be non-exclusive, which could give our competitors access to the same intellectual property licensed to us. If we are unable toenter into the necessary licenses on acceptable terms or at all, if any necessary licenses are subsequently terminated, if our licensors fail toabide by the terms of the licenses, if our licensors fail to prevent infringement by third parties, or if the licensed intellectual property rights arefound to be invalid or unenforceable, our business, financial condition, results of operations and prospects could be affected. If licenses tothird-party intellectual property rights are or become required for us to engage in our business, the rights may be non-exclusive, which couldgive our competitors access to the same technology or intellectual property rights licensed to us. Moreover, we could encounter delays andother obstacles in our attempt to develop alternatives. Defense of any lawsuit or failure to obtain any of these licenses on favorable termscould prevent us from commercializing solutions and services, which could harm our competitive position, business, financial condition,results of operations and prospects.

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Our stock price may be volatile or may decline regardless of our operating performance, resulting in substantial losses forinvestors.

The market price of our Class A common stock may fluctuate significantly in response to numerous factors, many of which are beyondour control, including:

• actual or anticipated fluctuations in our financial conditions and results of operations;

• the financial projections we may provide to the public, any changes in these projections or our failure to meet these projections;

• failure of securities analysts to initiate or maintain coverage of our company, changes in financial estimates or ratings by anysecurities analysts who follow our company or our failure to meet these estimates or the expectations of investors;

• announcements by us or our competitors of significant technical innovations, acquisitions, strategic partnerships, joint ventures,results of operations or capital commitments;

• changes in stock market valuations and operating performance of other healthcare and technology companies generally, or thosein our industry in particular;

• price and volume fluctuations in the overall stock market, including as a result of trends in the economy as a whole;

• changes in our board of directors or management;

• sales of large blocks of our Class A common stock, including sales by certain affiliates of Silver Lake, Francisco Partners,Spectrum, Idea Men, LLC, our Co-Founders or our executive officers and directors;

• lawsuits threatened or filed against us;

• anticipated or actual changes in laws, regulations or government policies applicable to our business;

• changes in our capital structure, such as future issuances of debt or equity securities;

• short sales, hedging and other derivative transactions involving our capital stock;

• general economic conditions in the United States;

• other events or factors, including those resulting from war, pandemics (including COVID-19), incidents of terrorism or responses tothese events; and

• the other factors described in this Part II, Item 1A, “Risk Factors.”

The stock market has recently experienced extreme price and volume fluctuations. The market prices of securities of companies haveexperienced fluctuations that often have been unrelated or disproportionate to their results of operations. Market fluctuations could result inextreme volatility in the price of shares of our Class A common stock, which could cause a decline in the value of your investment. Pricevolatility may be greater if the public float and trading volume of shares of our Class A common stock is low. Furthermore, in the past,stockholders have sometimes instituted securities class action litigation against companies following periods of volatility in the market price oftheir securities. Any similar litigation against us could result in substantial costs, divert management’s attention and resources, and harm ourbusiness, financial condition and results of operations.

An active market may not be sustainable, and investors may be unable to resell their shares at or above the price for whichthey were purchased.

It is possible that an active or liquid market in our Class A common stock may not be sustainable. In the absence of an active tradingmarket for our Class A common stock, you may not be able to resell those shares at or above the price you paid for them or at all. We cannotpredict the prices at which our Class A common stock will trade.

If securities or industry analysts do not publish research or reports about our business, or they publish negative reportsabout our business, our share price and trading volume could decline.

The trading market for our Class A common stock depends in part on the research and reports that securities or industry analystspublish about us or our business, our market and our competitors. We do not have any control over these analysts. If one or more of theanalysts who cover us downgrade our shares or publish negative views on us or our shares, our share price would likely decline. If one ormore of these analysts cease coverage of our company or fail to regularly

77

publish reports on us, we could lose visibility in the financial markets, which could cause our share price or trading volume to decline.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

Recent Sales of Unregistered Securities; Purchases of Equity Securities by the Issuer or Affiliated Purchaser

The following sets forth information regarding unregistered securities sold from July 1, 2020 through September 30, 2020:

• On September 25, 2020, we sold 3,030,303 shares of our Class A common stock to SLP Geology Aggregator, L.P. at a purchaseprice of $33 per share for aggregate gross and net proceeds of $100.0 million.

Unless otherwise stated, the issuances of the above securities were deemed to be exempt from registration under the Securities Act inreliance upon Section 4(a)(2) of the Securities Act or Regulation D promulgated thereunder as transactions by an issuer not involving anypublic offering. Individuals who purchased securities as described above represented their intention to acquire the securities for investmentonly and not with a view to or for sale in connection with any distribution thereof, and appropriate legends were affixed to the sharecertificates issued in such transactions.

None of the foregoing transactions involved any underwriters, underwriting discounts or commissions or any public offering.

Use of Proceeds

On September 25, 2020, we completed our IPO, in which we issued and sold 28,615,034 shares of our common stock, including5,192,307 shares sold in connection with the exercise of the underwriters’ option to purchase additional shares, at a price to the public of$33.00 per share. We raised net proceeds to us of $886.9 million, after deducting the underwriting discount of $52.5 million and offeringexpenses of $4.9 million. Additionally, certain existing stockholders sold an aggregate of 11,192,657 shares at the same price, resulting in netproceeds to the selling stockholders of $348.8 million. All shares sold were registered pursuant to a registration statement on Form S-1 (FileNo. 333-248465), as amended (the “Registration Statement”), declared effective by the SEC on September 22, 2020. Morgan Stanley &Co, LLC, Goldman & Co, LLC, J.P. Morgan Securities LLC and Barclays Capital Inc. acted as representatives of the underwriters for theoffering. The offering terminated after the sale of all securities registered pursuant to the Registration Statement. No payments for suchexpenses were made directly or indirectly to (i) any of our officers or directors or their associates, (ii) any persons owning 10% or more of anyclass of our equity securities or (iii) any of our affiliates.

The net proceeds from our IPO have been invested in investment grade, interest-bearing instruments. There has been no materialchange in the expected use of the net proceeds from our initial public offering as described in our Prospectus.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

None.

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Item 6. Exhibits. Incorporated by Reference Filed/ExhibitNumber Exhibit Description Form File No. Exhibit

FilingDate

FurnishedHerewith

3.1 Amended and Restated Certificate of Incorporation. 8-K 001-39549 3.1 9/28/20 3.2 Amended and Restated Bylaws. 8-K 001-39549 3.2 9/28/20 4.1 Form of Certificate of Class A Common Stock. S-1/A 333-248465 4.1 9/22/20 4.2 Form of Certificate of Class B Common Stock. S-8 333-249069 4.4 9/25/20 10.1

Form of Indemnification Agreement between GoodRx Holdings, Inc.and its directors and officers.

S-1/A

333-248465

10.4

9/14/20

10.2 Fifth Amended and Restated 2015 Equity Incentive Plan and relatedform agreements.

*

10.3 GoodRx Holdings, Inc. 2020 Incentive Award Plan. S-8 333-249069 99.2 9/25/20 10.4 Form of Option Agreement pursuant to 2020 Incentive Award Plan. S-1/A 333-248465 10.3.1 9/14/20 10.5

Form of Restricted Stock Unit Agreement pursuant to 2020 IncentiveAward Plan.

S-1/A

333-248465 10.3.2

9/14/20

10.6 Form of Time-Vesting Restricted Stock Unit Award Agreement (Co-Founders) pursuant to 2020 Incentive Award Plan.

S-8

333-249069 99.2.3

9/25/20

10.7 Form of Performance-Vesting Restricted Stock Unit Award Agreement(Co-Founders) pursuant to 2020 Incentive Award Plan.

S-8

333-249069 99.2.4

9/25/20

10.8 GoodRx Holdings, Inc. 2020 Employee Stock Purchase Plan. S-1/A 333-248465 10.4 9/14/20 10.9 GoodRx Holdings, Inc. Director Compensation Program. S-1/A 333-248465 10.5 9/14/20 10.10

Amended and Restated Employment Agreement by and betweenGoodRx, Inc. and Douglas Hirsch, dated September 19, 2020.

S-1/A

333-248465

10.6

9/22/20

10.11 Amended and Restated Employment Agreement by and betweenGoodRx, Inc. and Trevor Bezdek, dated September 19, 2020.

S-1/A

333-248465

10.7

9/22/20

10.12 Amended and Restated Employment Agreement by and betweenGoodRx, Inc. and Andrew Slutsky, dated September 20, 2020.

S-1/A

333-248465

10.8

9/22/20

10.13 Board Service Letter Agreement for Julie Bradley, dated August 20,2020.

S-1/A

333-248465

10.12

8/28/20

10.14 Stock Purchase Agreement, by and between GoodRx Holdings, Inc.and SLP Geology Aggregator, L.P., dated September 13, 2020.

S-1/A

333-248465

10.20

9/14/20

10.15

Stockholders Agreement by and between GoodRx Holdings, Inc. andcertain security holders of GoodRx Holdings, Inc., dated September22, 2020.

8-K

001-39549

10.1

9/28/20

31.1 Certification of Co-Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a).

*

31.2 Certification of Co-Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a).

*

31.3 Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a).

*

32.1 Certification of Co-Chief Executive Officer pursuant to 18 U.S.C.Section 1350.

**

32.2 Certification of Co-Chief Executive Officer pursuant to 18 U.S.C.Section 1350.

**

32.3 Certification of Chief Financial Officer pursuant to 18 U.S.C. Section1350.

**

101.INS XBRL Instance Document *101.SCH XBRL Taxonomy Extension Schema Document *101.CAL XBRL Taxonomy Extension Calculation Linkbase Document *101.DEF XBRL Taxonomy Extension Definition Linkbase Document *101.LAB XBRL Taxonomy Extension Label Linkbase Document *101.PRE XBRL Taxonomy Extension Presentation Linkbase Document *

* Filed herewith.** Furnished herewith.

79

http://www.sec.gov/Archives/edgar/data/1809519/000119312520256438/d35545dex31.htm


















SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf bythe undersigned thereunto duly authorized. GOODRX HOLDINGS, INC. Date: November 12, 2020 By: /s/ Douglas Hirsch Douglas Hirsch Co-Chief Executive Officer (Principal Executive Officer) Date: November 12, 2020 By: /s/ Trevor Bezdek Trevor Bezdek Co-Chief Executive Officer (Principal Executive Officer)

Date: November 12, 2020 By: /s/ Karsten Voermann Karsten Voermann Chief Financial Officer (Principal Financial and Accounting Officer)

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Exhibit 10.2


FIFTH AMENDED AND RESTATED 2015 EQUITY INCENTIVE PLAN

ARTICLE I

Purpose of Plan

This Fifth Amended and Restated 2015 Equity Incentive Plan (the “Plan”) of GoodRx Holdings, Inc. (as defined below, the “Company”),adopted by the Board of Directors of the Company on September 11, 2020, for executives, directors, consultants, other service providers and keyemployees of the Company, is intended to advance the best interests of the Company by providing those persons who have a substantial responsibility forits management and growth with additional incentives by allowing them to acquire an ownership interest in the Company and thereby encouraging them tocontribute to the success of the Company and to remain in its employ or to continue to provide services to the Company. The availability and offering ofequity awards under the Plan also increases the Company’s ability to attract and retain individuals of exceptional managerial talent upon whom, in largemeasure, the sustained progress, growth and profitability of the Company depends. This Plan is a compensatory benefit plan within the meaning of Rule701 of the Securities Act of 1933, as amended, and, unless and until the Company’s Common Stock is publicly traded, the issuances of shares of theCompany’s Common Stock in respect of Awards granted under the Plan are, to the extent permitted by applicable federal securities laws, intended toqualify for the exemption from registration under Rule 701 of the Securities Act.

ARTICLE II

Definitions

For purposes of the Plan, except where the context clearly indicates otherwise, the following terms shall have the meanings set forthbelow:

“Affiliate” of a Person means any Legal Entity controlled by such person, where “control” means the possession, directly or indirectly, ofthe power to direct the management and policies of a Legal Entity whether through the ownership of voting securities, contract or otherwise.

“Award” means, individually or collectively, a grant under the Plan of Options, Restricted Stock or Restricted Stock Units.

“Board” shall mean the Board of Directors of the Company.

“Cause” shall have the meaning ascribed to such term in any written employment or service agreement in effect on the date ofdetermination between the Company or any subsidiary or affiliate of the Company, on the one hand, and Participant, on the other hand, or in the absence ofany such written agreement, shall mean (i) the past or present commission by a Participant of a felony or other serious crime or the commission of any actor omission involving fraud with respect to the Company or any of its subsidiaries or any of their respective customers,

suppliers, vendors or other business relations, (ii) a Participant’s reporting to work under the influence of alcohol or illegal drugs, the use of illegal drugs(whether or not at the workplace) or other repeated conduct causing the Company or any of its subsidiaries public disgrace or disrepute or materialeconomic harm, (iii) a material failure by Participant to perform Participant’s responsibilities or duties to the Company under any written employment orservice agreement between the Company or any subsidiary of the Company and such Participant or those other responsibilities or duties as reasonablydirected by the Board, the Chief Executive Officer or any Co-Chief Executive Officer of the Company or any subsidiary of the Company, (iv) any act oromission by a Participant aiding or abetting a competitor, supplier, customer, vendor or other business relation of the Company or any of its subsidiaries tothe material disadvantage or detriment of the Company or any of its subsidiaries, (v) a Participant’s breach of fiduciary duty, gross negligence or willfulmisconduct with respect to the Company or any of its subsidiaries, or (vi) the commission of any act or omission by a Participant involving dishonesty ordisloyalty to the material detriment of the Company or any of its subsidiaries or any other act or omission that brings the Company or any of its subsidiariesinto substantial public disrepute.

“Code” shall mean the Internal Revenue Code of 1986, as amended, and any successor statute.

“Common Stock” shall mean the Class A Common Stock of the Company, par value $0.0001 per share, or if the outstanding Class ACommon Stock is hereafter changed into or exchanged for different stock or securities of the Company, such other stock or securities.

“Company” shall mean GoodRx Holdings, Inc., a Delaware corporation, and (except to the extent the context requires otherwise) anysubsidiary corporation of GoodRx Holdings, Inc., as such term is defined in Code §424(f).

“Disability” shall have the meaning ascribed to such term in any written employment or service agreement between a Participant and theCompany; provided that if no such written agreement exists, then such term shall mean the inability, due to illness, accident, injury, physical or mentalincapacity or other disability, of any Participant to carry out effectively his duties and obligations to the Company or to participate effectively and activelyin the management of the Company for a period of at least 90 consecutive days or for shorter periods aggregating at least 120 days (whether or notconsecutive) during any twelve-month period, as determined in the reasonable judgment of the Board.

“Dividend Equivalent” shall mean a right granted to a Participant pursuant to Section 5.3(e) hereof to receive the equivalent value (incash or shares of Common Stock) of dividends paid on shares of Common Stock.

“Employee Shares” means, collectively, the Option Shares, the Purchased Shares and any other shares of Common Stock acquired inconnection with grant, vesting or settlement of any Award.

“Fair Market Value” of the Common Stock shall mean a value of such stock as determined by using a reasonable valuation method andtaking into account all relevant factors determinative of value, as determined in good faith by the Board, pursuant to Treasury Regulation Section 1.409A-1(b)(5)(iv)(B)(1).

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“Good Reason” shall have the meaning ascribed to such term in any written employment agreement in effect on the date of determination

between the Company or any subsidiary or affiliate of the Company, on the one hand, and Participant, on the other hand, or in the absence of any suchwritten agreement, shall mean any substantial reduction in Participant’s base salary (other than pursuant to a pay reduction applicable to a substantialportion of the Company’s workforce).

“Legacy Options” shall mean any options granted under the Legacy Plan and assumed pursuant to Section 1.5(b) of the PurchaseAgreement.

“Legacy Plan” shall mean the GoodRx, Inc. 2011 Stock Plan, as amended on June 12, 2015, and as may have been further amended andas in effect as of the date hereof.

“Option” means any options to purchase shares of Common Stock granted to a Participant by the Company under this Plan.

“Option Shares” means the shares of the Common Stock acquired (or to be acquired) pursuant to the exercise of any Option.

“Original Cost” of each Option Share will be equal to the price paid therefor (in each case, as proportionally adjusted for all stock splits,stock dividends and other recapitalizations affecting such share of Common Stock subsequent to any such purchase).

“Participant” shall mean any executive, director, consultant, other service provider or key employee of the Company who has beenselected to participate in the Plan by the Board (or a committee appointed thereby).

“Person” means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, ajoint venture, an unincorporated organization and a governmental entity or any department, agency or political subdivision thereof.

“Public Offering” means any offering by the Company of its Common Stock to the public pursuant to an effective registration statementunder the Securities Act of 1933, as amended from time to time, or any comparable statement under any similar federal statute then in force.

“Purchase Agreement” shall mean that certain Stock Purchase Agreement, dated as of September 14, 2015 (as may be amended ormodified from time to time in accordance with its terms), by and among the Company, the stockholders and optionholders of GoodRx, Inc., a Delawarecorporation, the Stockholder Representative (as defined therein) and the other signatories thereto.

“Purchased Shares” means any shares of the Common Stock purchased by or granted to a Participant by the Company under this Plan.

- 3 -

“Restricted Stock” means Common Stock awarded to a Participant pursuant to Article V below that is subject to certain vesting

conditions and other restrictions.

“Restricted Stock Unit” means an unfunded, unsecured right to receive, on the applicable settlement date, one share of Common Stock oran amount in cash or other consideration determined by the Board equal to the value thereof as of such settlement date, which right may be subject tocertain vesting conditions and other restrictions.

“Sale of the Company” means a transaction among the Company or any holding company of the Company and an independent thirdparty or group of independent third parties pursuant to which such party or parties (i) acquire capital stock of the Company possessing the voting powerunder normal circumstances to elect a majority of the Board (whether by merger, consolidation or sale or transfer of the Company’s capital stock orotherwise), or (ii) acquire or obtain an exclusive license to all or substantially all of the Company’s assets determined on a consolidated basis.

“Stockholders Agreement” means that certain Amended and Restated Stockholders Agreement, dated as of October 12, 2018, by andamong the Company and certain Stockholders (as defined therein) party thereto, as may be amended or modified from time to time in accordance with itsterms.

ARTICLE III

Administration

The Plan shall be administered by the Board (or a committee appointed thereby). Subject to the limitations of the Plan, the Board shallhave the sole and complete authority to: (i) select Participants, (ii) grant Awards to Participants in such forms and amounts as it shall determine, (iii) imposesuch limitations, restrictions and conditions upon such Awards as it shall deem appropriate, (iv) interpret the Plan and adopt, amend and rescindadministrative guidelines and other rules and regulations relating to the Plan, (v) correct any defect or omission or reconcile any inconsistency in the Planor in any Award granted hereunder and (vi) make all other determinations and take all other actions necessary or advisable for the implementation andadministration of the Plan. The Board’s determinations on matters within its authority shall be conclusive and binding upon Participants, the Company andall other Persons. All expenses associated with the administration of the Plan shall be borne by the Company. The Board may, to the extent permissible bylaw, delegate any of its authority hereunder to such Persons as it deems appropriate. References herein to the “Board” means the Board or a committee orsuch Persons to the extent that the Board’s powers or authority under the Plan have been delegated to such committee and/or Persons.

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ARTICLE IV

Limitation on Aggregate Shares

The number of shares of Common Stock (i) with respect to which Awards may be granted under the Plan shall not exceed, in theaggregate, 39,095,360 shares, and (ii) which may be issued upon the exercise of Legacy Options shall not exceed, in the aggregate, 5,480,225 shares;provided that the type and the aggregate number of shares which may be subject to Awards shall be subject to adjustment in accordance with the provisionsof Section 6.11 below; provided further that, to the extent any Awards expire unexercised or are canceled, terminated or forfeited in any manner without theissuance of shares of Common Stock thereunder, in each case prior to the Termination Date, such shares shall again be available under the Plan. The sharesof Common Stock available for issuance under the Plan (including upon the exercise of the Legacy Options) may be either authorized and unissued shares,shares purchased on the open market (if applicable), treasury shares or a combination thereof, as the Board shall determine.

ARTICLE V

Awards

5.1 Options.

(a) Options. The Board may grant Options to Participants in accordance with this Article V.

(b) Form of Option. Options granted under this Plan shall be nonqualified stock options and are not intended to be “incentivestock options” within the meaning of Code §422 or any successor provision. The Options issued hereunder are intended to avoid the treatment as deferredcompensation of the Participant under Code §409A (or Treasury Regulations or other official IRS guidance issued under Code §409A). However, neitherthe Company nor any of its affiliates shall make any representations with respect to the application of Code §409A to the Options and, by the acceptance ofthe Options, the Participants shall agree to accept the potential application of Code §409A to the Options and the other tax consequences of the issuance,vesting, ownership, modification, adjustment, exercise and disposition of the Options. In the event that, after the issuance of an Option under the Plan,Code §409A or the regulations thereunder are amended, or the IRS or Treasury Department issues additional guidance interpreting Code §409A, the Boardmay modify the terms of any such previously issued Option to the extent the Board determines that such modification is necessary to comply with therequirements of Code §409A. In no event whatsoever shall the Company be liable for any additional tax, interest or penalty that may be imposed on anyParticipant by Code §409A or damages for failing to comply with Code §409A.

(c) Exercise Price. The Option exercise price per share of Common Stock shall be fixed by the Board at not less than 100% ofthe Fair Market Value of a share of Common Stock on the date of grant.

(d) Exercisability. Options shall be exercisable at such time or times as the Board shall determine at or subsequent to grant.

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(e) Payment of Exercise Price. Options shall be exercised in whole or in part by written notice to the Company (to the attention

of the Company’s Secretary) accompanied by payment in full of the Option exercise price. Payment of the Option exercise price shall be made in cash(including check, bank draft or money order) or, in the discretion of the Board, by (i) delivery of a promissory note, (ii) surrendering Common Stock thathas been owned by Participant for at least six months and that has a Fair Market Value equal to the exercise price, (iii) (A) delivery (includingelectronically or telephonically to the extent permitted by the Company) of an irrevocable and unconditional undertaking by a broker acceptable to theCompany to deliver promptly to the Company sufficient funds to satisfy the exercise price, or (B) delivery by Participant to the Company of a copy ofirrevocable and unconditional instructions to a broker acceptable to the Company to deliver promptly to the Company cash or a check sufficient to satisfythe exercise price; provided that such amount is paid to the Company at such time as may be required by the Board, (iv) surrendering Shares then issuableupon the Option’s exercise equal to the exercise price, valued at their Fair Market Value on the exercise date, or (v) any combination of the foregoing (ineach case, if in accordance with policies approved by the Board).

(f) Terms of Options. The Board shall determine the term of each Option, which term shall in no event exceed ten years from thedate of grant.

5.2 Restricted Stock. The Board shall have the power and authority to issue, sell and/or grant to any Participant shares of Common Stockat any time prior to the termination of this Plan in such quantity, at such price, on such terms and subject to such conditions and restrictions that areconsistent with this Plan and established by the Board. Restricted Stock sold or granted under this Plan shall be subject to such terms and evidenced by anAward Agreement (as defined below).

5.3 Restricted Stock Units.

(a) General. The Board may grant to Participants Restricted Stock Units, which may be subject to vesting and forfeitureconditions during applicable restriction period or periods, as set forth in an applicable Award Agreement.

(b) Terms and Conditions for Restricted Stock Unit Awards. The Board shall determine and set forth in the applicable AwardAgreement the terms and conditions applicable to each Restricted Stock Unit Award, including the conditions for vesting (or forfeiture), if any.

(c) Settlement. Upon the vesting of a Restricted Stock Unit, Participant shall be entitled to receive from the Company one shareof Common Stock or an amount of cash or other property equal to the Fair Market Value of one share of Common Stock on the settlement date, as theBoard shall determine and as provided in the applicable Award Agreement. The Board may provide that settlement of Restricted Stock Units shall occurupon or as soon as reasonably practicable after the vesting of Restricted Stock Units or shall instead be deferred, on a mandatory basis or at the election ofParticipant, in a manner that complies with Section 409A of the Code.

(d) Voting Rights. A Participant shall have no voting rights with respect to any Restricted Stock Units unless and until suchshares are delivered in settlement hereof.

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(e) Dividend Equivalents. To the extent provided by the Board, a grant of Restricted Stock Units may provide a Participant with

the right to receive Dividend Equivalents. Dividend Equivalents may be paid currently or credited to an account for such Participant, may be settled in cashand/or shares of Common Stock and may be subject to the same restrictions on transfer and forfeitability as the Restricted Stock Units with respect towhich the Dividend Equivalents are paid, as determined by the Board, subject, in each case, to such terms and conditions as the Board shall establish andset forth in the applicable Award Agreement.

ARTICLE VI

General Provisions

6.1 Conditions and Limitations on Exercise/Settlement. Awards may vest and be made exercisable or settled in one or more installments,upon the happening of certain events, upon the passage of a specified period of time, upon the fulfillment of certain conditions or upon the achievement bythe Company of certain performance goals, as the Board shall decide in each case when the Awards are granted.

6.2 Sale of the Company. In the event of a Sale of the Company, except as otherwise provided in a Participant’s Award Agreement, theBoard may provide, in its discretion, that (i) any unvested Award shall be terminated without payment of any kind or (ii) any unvested Award shallimmediately vest, causing, in the case of Options, such Option to be immediately exercisable; or (iii) that any Award (vested or unvested) shall beterminated in exchange for a cash payment in such amount as the Board may determine, but not less than the Fair Market Value per share of CommonStock (measured as of the date of such Sale of the Company) or, in the case of any Option, not less than the product of (A) the excess of the Fair MarketValue per share of Common Stock (measured as of the date of such Sale of the Company) over such Option’s exercise price multiplied by (B) the numberof shares of Common Stock issuable upon exercise of such Option.

6.3 Written Agreement. Each Award granted hereunder to a Participant shall be embodied in a written agreement (an “AwardAgreement”) which shall be signed by Participant and by the President, the Chief Executive Officer or any Vice President of the Company for and in thename and on behalf of the Company and shall be subject to the terms and conditions prescribed in the Award Agreement (including, but not limited to,(i) the right of the Company and such other Persons as the Board shall designate (“Designees”) to repurchase from each Participant, and such Participant’stransferees, all shares of Common Stock issued to such Participant on the exercise of an Option in the event of such Participant’s termination ofemployment in accordance with the provisions of Section 6.10 below, (ii) rights of first refusal granted to the Company and Designees, (iii) holdback andother registration right restrictions in the event of a public registration of any equity securities of the Company and (iv) any other terms and conditionswhich the Board shall deem necessary and desirable).

6.4 Listing, Registration and Compliance with Laws and Regulations; Conditions on Issuance. Awards shall be subject to the requirementthat if at any time the Board shall determine, in its discretion, that the listing, registration or qualification of the shares subject to the Awards upon anysecurities exchange or under any state or federal securities or other law or regulation, or the consent or approval of any governmental regulatory body, isnecessary or desirable as a condition to or in connection with the granting of the Awards or the issuance or purchase of shares thereunder, no Awards maybe granted, settled or exercised, in whole or in part,

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unless such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Board.The holders of such Awards shall supply the Company with such certificates, representations and information as the Company shall request and shallotherwise cooperate with the Company in obtaining such listing, registration, qualification, consent or approval. In the case of officers and other Personssubject to Section 16(b) of the Securities Exchange Act of 1934, as amended, the Board may at any time impose any limitations upon the vesting,settlement or exercise of an Award that, in the Board’s discretion, are necessary or desirable in order to comply with such Section 16(b) and the rules andregulations thereunder. If the Company, as part of an offering of securities or otherwise, finds it desirable because of federal or state regulatoryrequirements to reduce the period during which any Options may be exercised, the Board, may, in its discretion and without the Participant’s consent, soreduce such period on not less than 15 days written notice to the holders thereof.

6.5 Legacy Plan. Notwithstanding anything in this Plan to the contrary, all Legacy Options assumed by the Company pursuant toSection 1.5(b) of the Purchase Agreement shall be governed by the terms and conditions of the Legacy Plan which is attached hereto as Exhibit 1 andincorporated herein by reference; provided that the Legacy Plan shall be amended as follows:

(a) the phrase “GoodRx, Inc.” shall be replaced in each instance where it occurs with the phrase “GoodRx Holdings, Inc.”;

(b) the definition of “Stock” and “Share” shall be amended and restated in their entirety to mean “Common Stock” as definedherein;

(c) all references to “Plan” shall be replaced with in each instance where they occur with “Legacy Plan”;

(d) Section 4(b) shall be amended and restated in its entirety to provide: “Notwithstanding anything herein to the contrary, fromand after October 7, 2015, no direct award or sale of Shares pursuant to Section 5 or grant of Legacy Options to purchase Shares pursuant to Section 6 shallbe made under the Legacy Plan.”; and

(e) the phrase “The common stockholders holding at least a majority of the outstanding common stock of the Company (the“Majority in Interest of the Stockholders”)” in the first sentence of Section 9 shall be amended and replaced with the phrase “The stockholders holdingat least a majority of the outstanding capital stock of the Company, voting on an as converted basis (the “Majority in Interest of the Stockholders”)”.

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6.6 Nontransferability. Awards may not be transferred other than by will or the laws of descent and distribution and, during the lifetime

of the Participant, Awards may be exercised only by such Participant (or his legal guardian or legal representative). In the event of the death of aParticipant, exercise of Options granted hereunder shall be made only:

(a) by the executor or administrator of the estate of the deceased Participant or the Person or Persons to whom the deceasedParticipant’s rights under the Option shall pass by will or the laws of descent and distribution; and

(b) to the extent that the deceased Participant was entitled thereto at the date of his death, unless otherwise provided by the Boardin such Participant’s Award Agreement.

6.7 Expiration of Options.

(a) Normal Expiration. In no event shall any part of any Option be exercisable after the date of expiration thereof (the“Expiration Date”), as determined by the Board pursuant to Section 5.1(f) above.

(b) Early Expiration Upon Termination of Employment. Except as otherwise provided by the Board in the Award Agreement,any portion of a Participant’s Option that was not vested and exercisable on the date of the termination of such Participant’s employment for any reason(such date, the “Termination Date”) shall expire and be forfeited as of such date, and any portion of a Participant’s Option that was vested and exercisableon the date of the termination of such Participant’s employment shall expire and be forfeited as of such date, except that: (i) if any Participant dies orbecomes subject to any Disability, such Participants Option shall expire 180 days after the date of his death or Disability, but in no event after theExpiration Date, (ii) if any Participant voluntarily resigns for any reason or if any Participant is discharged other than for Cause, such Participant’s Optionshall expire 30 days after the date of such resignation or discharge, as applicable, but in no event after the Expiration Date.

6.8 Withholding of Taxes. The Company and its affiliates shall be entitled, if necessary or desirable, to deduct and withhold from anyParticipant or affiliate thereof from any amounts due and payable by the Company to such Participant (or secure payment from such Participant in lieu ofwithholding) the amount of any withholding or other tax due from the Company or any of its affiliates in connection with the grant, issuance, vesting,settlement, ownership, modification, adjustment, disposition, exercise or otherwise with respect to any Award, and the Company may defer such eventunless indemnified to its satisfaction. The Company (or the Board, in order to comply with applicable law), in its discretion, may permit the followingmethods to satisfy such tax obligations: (i) (A) delivery (including electronically or telephonically to the extent permitted by the Company) of anirrevocable and unconditional undertaking by a broker acceptable to the Company to deliver promptly to the Company sufficient funds to satisfy the taxobligations, or (B) delivery by Participant to the Company of a copy of irrevocable and unconditional instructions to a broker acceptable to the Company todeliver promptly to the Company cash or a check sufficient to satisfy the tax withholding; provided that such amount is paid to the Company at such timeas may be required by the Board or (ii) to the extent permitted by the Board, in whole or in part by delivery of Shares, including Shares delivered byattestation and Shares retained from the Award creating the tax obligation, valued at their Fair Market Value on the date of delivery; provided, however,that the aggregate Fair Market Value of the number of shares of Common Stock that may be used to satisfy tax withholding requirements may not exceedthe aggregate amount of such liabilities based on the maximum individual statutory tax rates in the applicable jurisdiction.

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6.9 Participant Acknowledgments. In connection with the grant of any Award as set forth herein, each Participant acknowledges and

agrees, that as a condition to any such grant:

(a) Except as required by applicable law, the Company will have no duty or obligation to disclose to any Participant, and noParticipant will have any right to be advised of, any material information regarding the Company or its subsidiaries at any time prior to, upon or inconnection with the repurchase of any Employee Shares upon the termination of such Participant’s employment with the Company or any of its subsidiariesor as otherwise provided under this Plan or any written agreement evidencing the grant of any Option or the issuance of any shares of Common Stock.

(b) Such Participant will have consulted, or will have had an opportunity to consult with, independent legal counsel regarding hisor her rights and obligations under this Plan and any written agreement evidencing any grant of any Award and he or she fully understands the terms andconditions contained herein and therein.

(c) Prior to the issuance of any shares of Common Stock in respect of any Award, such Participant will deliver to the Companyan executed consent from such Participant’s spouse (if any) in the form of Exhibit 2 attached hereto. If, at any time subsequent to the date such Participantis issued any shares of Common Stock in respect of any Award, such Participant becomes legally married (whether in the first instance or to a differentspouse), such Participant shall cause his or her spouse to execute and deliver to the Company a consent in the form of Exhibit 2 attached hereto. SuchParticipant’s failure to deliver the Company an executed consent in the form of Exhibit 2 at any time when such Participant would otherwise be required todeliver such consent shall constitute such Participant’s continuing representation and warranty that such Participant is not legally married as of such date.

(d) The information, observations and data (including trade secrets) obtained by Participant while employed by the Company orany of its subsidiaries concerning the business or affairs of the Company or any of its subsidiaries (“Confidential Information”) are the property of theCompany or such subsidiaries. Therefore, Participant agrees that Participant shall not disclose to any person or entity or use for Participant’s own purposesany Confidential Information or any confidential or proprietary information of other persons or entities in the possession of the Company and itssubsidiaries (“Third Party Information”), without the prior written consent of the Board, unless and to the extent that the Confidential Information or ThirdParty Information becomes generally known to and available for use by the public other than as a result of Participant’s acts or omissions. Participant shalldeliver to the Company at the termination or expiration of Participant’s employment with the Company and its subsidiaries, or at any other time theCompany may request, all memoranda, notes, plans, records, reports, computer files, disks and tapes, printouts and software and other documents and data(and copies thereof) embodying or relating to Third Party Information, Confidential Information, or the business of the Company or any if its subsidiarieswhich Participant may then possess or have under his or her control. If a written employment or service agreement in effect on the date of determinationbetween a Participant, solely in Participant’s capacity as an employee, consultant or other agent of the Company or any subsidiary or affiliate thereof andnot in Participant’s capacity as an equityholder of the Company or any subsidiary or affiliate thereof, on the one hand, and the Company or any subsidiaryor affiliate thereof, on the other hand, contains covenants relating to confidential information similar to the restrictions contained in this Section 6.9(d),such other covenants shall apply with respect to such Participant in lieu of the covenants set forth herein.

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(e) As a condition to exercise of any portion of any Option or Legacy Option held by Participant or the issuance of any shares of

Common Stock by the Company under the Plan in respect of any Award: (i) Participant may be required to execute a counterpart to the StockholdersAgreement binding Participant to the terms and conditions contained therein, and (ii) in such an event, if Participant is married at the time of exercise,Participant shall deliver to the Company a counterpart to the Stockholders Agreement executed by Participant’s spouse binding Participant’s spouse toconditions contained therein. In addition, if Participant becomes legally married (whether in the first instance or to a different spouse) subsequent toexercise of any portion of any Option or Legacy Option held by Participant or subsequent to the issuance of any shares of Common Stock by the Companyunder the Plan in respect of any Award, but prior to the Termination Date, Participant may be required to cause Participant’s spouse to execute and deliverto the Company a counterpart to the Stockholders Agreement binding Participant’s spouse to the conditions contained therein. Following Participant’sexecution of a counterpart to the Stockholders Agreement, in the event of a conflict between the Stockholders Agreement and the Plan, the provisions ofthe Stockholders Agreement shall prevail.

6.10 Repurchase Option.

(a) Repurchase Option. If a Participant is no longer employed (or in the case of a Participant who was not an employee, the dateon which such Participant is no longer acting as a director or officer of, or consultant or advisor to, the Company or any of its subsidiaries) by the Companyor its subsidiaries for any reason, the Employee Shares (whether held by such Participant or one or more transferees of such Participant, other than theCompany or any Investor (as defined in the Stockholders Agreement)) will be subject to repurchase by the Company and the Investors (each of theaforementioned solely at their option and the latter on a pro rata basis in accordance with their respective percentage of ownership of the Company’sCommon Stock on a fully diluted and as-converted basis) pursuant to the terms and conditions set forth in this Section 6.10 (the “Repurchase Option”).

(b) Repurchase Price. Following the Termination Date of any Participant, the Company and the Investors may elect to repurchaseall or any portion of the Employee Shares held by such Participant at a price per share equal to (i) in the event of such Participant’s termination for Cause,at the lower of Original Cost or Fair Market Value (as of the Termination Date) and (ii) otherwise (including, but not limited to, a resignation other than forGood Reason and termination without Cause), at Fair Market Value (as of the Termination Date). Notwithstanding the foregoing, in the event that(a) Participant has previously received a dividend payment on account of Common Stock that was unvested at the time such dividend was declared(including, but not limited to, shares of Common Stock received on account of the exercise of unvested Options, shares of Common Stock receivedpursuant to the grant of an Award under the Plan designated as Restricted Stock, or otherwise), and (b) those shares of Common Stock do not subsequentlyvest prior to the time that the repurchase provisions in this Section 6.10 apply, then the repurchase price for any shares of Common Stock otherwise subjectto this Section 6.10 shall be further reduced by the amount of such dividend.

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(c) Repurchase Procedures. The Company may elect to exercise the Repurchase Option to purchase any amount of the Employee

Shares subject to the Repurchase Option by delivering written notice (the “Company Repurchase Notice”) to the holder or holders of the Employee Sharesand the Investors no later than the later of (A) 90 days after the Termination Date and (B) 90 days after the acquisition of the Employee Shares subject torepurchase. To the extent that any portion of the Employee Shares are not being repurchased by the Company, the Investors may elect to exercise theRepurchase Option to purchase up to their respective pro rata share of the remaining Employee Shares by delivering written notice (an “InvestorRepurchase Notice” and together with the Company Repurchase Notice, a “Repurchase Notice”) to the holder or holders of the applicable Employee Shareswithin 10 business days of the expiration of the latest period during which the Company was entitled to deliver the Company Repurchase Notice. EachRepurchase Notice will set forth the number of Employee Shares to be acquired from such holder(s), the aggregate consideration to be paid for suchEmployee Shares and the time and place for the closing of the transaction. If any Employee Shares are held by any transferees of a Participant, theInvestors and the Company, as the case may be, will purchase the shares elected to be purchased from such holder(s) of Employee Shares, pro rataaccording to the number of Employee Shares held by such holder(s) at the time of delivery of such Repurchase Notice (determined as nearly as practicableto the nearest share). If Employee Shares of different classes are to be purchased pursuant to the Repurchase Option and Employee Shares are held by anytransferees of a Participant, the number of shares of each class of Employee Shares to be purchased will be allocated among such holders, pro rataaccording to the total number of Employee Shares to be purchased from such Persons.

(d) Closing. The closing of the transactions contemplated by this Section 6.10 will take place on the date designated in theapplicable Repurchase Notice, which date will not be more than 90 days after the delivery of such notice. Each Investor will pay for the Employee Sharesto be purchased by it by delivery of a check payable to the holder of such Employee Shares. The Company will pay for the Employee Shares to bepurchased by it by first offsetting amounts outstanding under any bona fide debts owing by such Participant to the Company or any of its subsidiaries, nowexisting or hereinafter arising (irrespective as to whether such amounts are owing by the holder of such Employee Shares), and will pay the remainder ofthe purchase price by, at its option, delivery of (A) a check payable to the holder of such Employee Shares, (B) if payment in accordance with clause(A) would result in a breach or default under the Company’s debt financing agreements, if any, a subordinated promissory note with a maturity date thatdoes not exceed three years from the closing of the transactions contemplated by this Section 6.10, payable in equal monthly installments of principal andinterest during the term of the note and bearing interest at a rate per annum equal to the greater of five percent (5%) and the then applicable short termfederal rate, or (C) a combination of both (A) and (B), in the aggregate amount of the purchase price for such shares. Any notes issued by the Companypursuant to this Section 6.10(d) shall be subject to any restrictive covenants to which the Company or its subsidiaries are subject at the time of suchpurchase. Notwithstanding anything to the contrary contained herein, all repurchases of Employee Shares by the Company will be subject to applicablerestrictions contained in the corporation law of the Company’s jurisdiction of incorporation and in the Company’s and its subsidiaries’ debt and equityfinancing agreements. If any such restrictions prohibit the repurchase of Employee Shares hereunder which the Company is otherwise entitled to make, theCompany may make such repurchases as soon as it is permitted to do so under such restrictions. The Investors and/or the Company, as the case may be,will receive customary representations and warranties from each seller regarding the sale of the Employee Shares, including, but not limited to,representations that such seller has good and marketable title to the Employee Shares to be transferred free and clear of all liens, claims and otherencumbrances.

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(e) This Section 6.10 shall terminate automatically and shall be of no further force and effect upon the earlier to occur of a

consummation of a Public Offering or a Sale of the Company.

6.11 Adjustments. In the event of a reorganization, recapitalization, stock dividend or stock split, or combination or other change in theshares of Common Stock, the Board shall, in order to prevent the dilution or enlargement of rights under outstanding Awards, make such adjustments in thenumber and type of shares authorized by the Plan, the number and type of shares covered by outstanding Awards and the exercise prices of outstandingOptions and Legacy Options as may be determined to be appropriate and equitable, but only if such adjustment to the Option and Legacy Option would notcause the Option or Legacy Option to be treated as providing for the impermissible deferral of compensation pursuant to Code §409A (or TreasuryRegulations or other official IRS guidance issued under Code §409A).

6.12 Rights of Participants. Nothing in this Plan or in any Award Agreement shall interfere with or limit in any way the right of theCompany to terminate any Participant’s employment or service at any time (with or without Cause), nor confer upon any Participant any right to continuein the employ or service of the Company for any period of time or to continue his present (or any other) rate of compensation, and except as otherwiseprovided under this Plan or by the Board in the applicable Award Agreement, in the event of any Participant’s termination of employment or service(including, but not limited to, the termination by the Company without Cause) any portion of such Participant’s Award(s) that were not previously vestedand (in the case of Options) exercisable shall expire and be forfeited as of the date of such termination. No terminated employee or other service providershall have a right to be selected as a Participant or, having been so selected, to be selected again as a Participant.

6.13 Amendment, Suspension and Termination of Plan. The Board may suspend or terminate the Plan or any portion thereof at any timeand may amend it from time to time in such respects as the Board may deem advisable; provided that no such amendment shall be made withoutstockholder approval to the extent such approval is required by law, agreement or the rules of any exchange upon which the Common Stock is listed, nosuch amendment, suspension or termination shall materially impair the rights of Participants under outstanding Awards without the consent of theParticipants affected thereby and, subject to Section 6.11, no such amendment shall increase the number of securities that may be issued by the Planwithout the approval of the holders of at least 80% of the preferred stock of the Company. Notwithstanding the generality of the foregoing, the Plan shallterminate automatically upon the effectiveness of the Company’s 2020 Incentive Award Plan. No Awards may be granted under the Plan after thetermination or expiration of the Plan. However, any Awards that, by their terms, remain outstanding as of the termination of the Plan shall remainoutstanding and in full force and effect, and the terms and conditions of the Plan shall survive its termination and continue to apply to any such Awards.

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6.14 Amendment, Modification and Cancellation of Outstanding Awards. The Board may amend or modify any Award in any manner to

the extent that the Board would have had the authority under the Plan initially to grant such Award; provided that no such amendment or modification shallmaterially impair the rights of any Participant under any Award granted prior to the date of such amendment or modification without the consent of suchParticipant. With the Participant’s consent, the Board may cancel any Award and issue a new Award to such Participant.

6.15 Other Amendments. Notwithstanding any other provisions of the Plan, and in addition to the powers of amendment andmodification set forth herein, the provisions hereof and the provisions of any Award granted hereunder may be amended unilaterally by the Board fromtime to time (but the Board shall have no obligation to do so) to the extent necessary (and only to the extent necessary) to prevent the implementation,application or existence (as the case may be) of any such provision from causing any Award granted hereunder to be treated as providing for theimpermissible deferral of compensation pursuant to Code §409A (or Treasury Regulations or other official IRS guidance issued under Code §409A).

6.16 Indemnification. In addition to such other rights of indemnification as they may have as members of the Board, the members of theBoard (or any committee appointed thereby) shall be indemnified by the Company against all costs and expenses reasonably incurred by them inconnection with any action, suit or proceeding to which they or any of them may be party by reason of any action taken or failure to act under or inconnection with the Plan or any Award granted thereunder, and against all amounts paid by them in settlement thereof (provided such settlement isapproved by independent legal counsel selected by the Company) or paid by them in satisfaction of a judgment in any such action, suit or proceeding;provided that any such Board member shall be entitled to the indemnification rights set forth in this Section 6.16 only if such member has acted in goodfaith and in a manner that such member reasonably believed to be in or not opposed to the best interests of the Company and, with respect to any criminalaction or proceeding, had no reasonable cause to believe that such conduct was unlawful, and further provided that upon the institution of any such action,suit or proceeding, a Board member shall give the Company written notice thereof and an opportunity, at its own expense, to handle and defend the samebefore such Board member undertakes to handle and defend it on his own behalf.

6.17 Remedies. Each of the Company, any Participant and the Investors will be entitled to enforce its rights under this Plan specifically,to recover damages and costs (including reasonable attorneys’ fees) caused by any breach of any provision of this Plan and to exercise all other rightsexisting in its favor. Each Participant and the Company acknowledges and agrees that money damages may not be an adequate remedy for any breach ofthe provisions of this Plan and that any party may in its sole discretion apply to any court of law or equity of competent jurisdiction (without posting anybond or deposit) for specific performance and/or other injunctive relief in order to enforce or prevent any violations of the provisions of this Plan.

6.18 Notices. Any notice required or permitted under this Plan or any agreement executed and delivered in connection with this Planshall be in writing and shall be either personally delivered, or mailed by first class mail, return receipt requested, to any Participant at the address indicatedin the Company’s records for such Person, and to the Company at the address below indicated:

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Notices to the Company:

GoodRx Holdings, Inc.233 Wilshire Blvd.Santa Monica, CA 90401Attention: General Counsel and VP

or such other address or to the attention of such other person as the recipient party shall have specified by prior written notice to the sending party. Anynotice under this Plan shall be deemed to have been given when so delivered or mailed.

6.19 Definition of Employee Shares. For all purposes of this Plan, Employee Shares will continue to be Employee Shares in the hands ofany holder other than such Participant (except for the Company, the Investors (as defined in the Stockholders Agreement) or purchasers pursuant to anoffering registered under the Securities Act or purchasers pursuant to a Rule 144 transaction (other than a Rule 144(k) transaction occurring prior to thetime of a closing of an IPO)), and each such other holder of Employee Shares will succeed to all rights and obligations attributable to such Participant as aholder of Employee Shares hereunder and under any separate written agreement between the Company and such Participant. Employee Shares will alsoinclude shares of the Company’s capital stock issued with respect to Employee Shares by way of a share split, share dividend or other recapitalization.

6.20 Governing Law. All issues concerning this Plan will be governed by and construed in accordance with the laws of the State ofDelaware, without giving effect to any choice of law or conflict of law provision of rule (whether of the State of Delaware or any other jurisdiction) thatwould cause the application of the law of any jurisdiction other than the State of Delaware. Each of the Company and each Participant submits to the co-exclusive jurisdiction of the United States District Court and any Delaware state court sitting in Wilmington, Delaware over any lawsuit under this Plan andwaives any objection based on venue or forum non conveniens with respect to any action instituted therein. Each of the Company and each Participantwaives the necessity for personal service of any and all process upon it and consents that all such service of process may be made by registered or certifiedmail (return receipt requested), in each case directed to such party in accordance with the notice requirements set forth in this Plan, and service so madewill be deemed to be completed on the date of actual receipt. Each of the Company and each Participant consents to service of process as aforesaid.Nothing in this Plan will prohibit personal service in lieu of the service by mail contemplated herein.

* * * *

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Exhibit 1

Legacy Plan

(See attached)

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GOODRX, INC.

2011 STOCK PLAN

ADOPTED ON OCTOBER ___, 2011

TABLE OF CONTENTS

Page SECTION 1. Establishment And Purpose 1 SECTION 2. Administration 1

(a) Committees of the Board of Directors 1 (b) Authority of the Board of Directors 1

SECTION 3. Eligibility 1

(a) General Rule 1 (b) Ten-Percent Stockholders 1

SECTION 4. Stock Subject To Plan 2

(a) Basic Limitation 2 (b) Additional Shares 2

SECTION 5. Terms And Conditions Of Awards Or Sales 2

(a) Stock Purchase Agreement 2 (b) Duration of Offers and Nontransferability of Rights 2 (c) Purchase Price 2 (d) Withholding Taxes 2 (e) Restrictions on Transfer of Shares 2

SECTION 6. Terms And Conditions Of Options 3

(a) Stock Option Agreement 3 (b) Number of Shares 3 (c) Exercise Price 3 (d) Exercisability 3 (e) Basic Term 3 (f) Termination of Service (Except by Death) 3 (g) Leaves of Absence 4 (h) Death of Optionee 4 (i) Restrictions on Transfer of Shares 4 (j) Transferability of Options 4 (k) Withholding Taxes 5 (l) No Rights as a Stockholder 5 (m) Modification, Extension and Assumption of Options 5

SECTION 7. Payment For Shares 5

(a) General Rule 5 (b) Surrender of Stock 5 (c) Services Rendered 5 (d) Promissory Note 5 (e) Exercise/Sale 6 (f) Exercise/Pledge 6 (g) Other Forms of Payment 6

i

SECTION 8. Adjustment Of Shares 6

(a) General 6 (b) Mergers and Consolidations 6 (c) Reservation of Rights 7

SECTION 9. Drag Along Rights 8 SECTION 10. Proxy 8 SECTION 11. Securities Law Requirements 8 SECTION 12. No Guarantee of Continued Service 9 SECTION 13. Duration and Amendments 9

(a) Term of the Plan 9 (b) Right to Amend or Terminate the Plan 9 (c) Effect of Amendment or Termination 10

SECTION 14. Definitions 10

ii

GOODRX, INC. 2011 STOCK PLAN

SECTION 1. ESTABLISHMENT AND PURPOSE.

The purpose of the Plan is to offer selected persons an opportunity to acquire a proprietary interest in the success of the Company, or toincrease such interest, by purchasing Shares of the Company’s Stock. The Plan provides both for the direct award or sale of Shares and for the grant ofOptions to purchase Shares. Options granted under the Plan may include Nonstatutory Options as well as ISOs intended to qualify under Section 422 of theCode.

Capitalized terms are defined in Section 14.

SECTION 2. ADMINISTRATION.

(a) Committees of the Board of Directors. The Plan may be administered by one or more Committees. Each Committee shall consist ofone or more members of the Board of Directors who have been appointed by the Board of Directors. Each Committee shall have such authority and beresponsible for such functions as the Board of Directors has assigned to it. If no Committee has been appointed, the entire Board of Directors shalladminister the Plan. Any reference to the Board of Directors in the Plan shall be construed as a reference to the Committee (if any) to whom the Board ofDirectors has assigned a particular function.

(b) Authority of the Board of Directors. Subject to the provisions of the Plan, the Board of Directors shall have full authority anddiscretion to take any actions it deems necessary or advisable for the administration of the Plan. All decisions, interpretations and other actions of the Boardof Directors shall be final and binding on all Purchasers, all Optionees and all persons deriving their rights from a Purchaser or Optionee.

SECTION 3. ELIGIBILITY.

(a) General Rule. Only Employees, Outside Directors and Consultants shall be eligible for the grant of Nonstatutory Options or thedirect award or sale of Shares. Only Employees shall be eligible for the grant of ISOs.

(b) Ten-Percent Stockholders. A person who owns more than 10% of the total combined voting power of all classes of outstandingstock of the Company, its Parent or any of its Subsidiaries shall not be eligible for the grant of an ISO unless (i) the Exercise Price is at least 110% of theFair Market Value of a Share on the date of grant and (ii) such ISO by its terms is not exercisable after the expiration of five years from the date of grant.For purposes of this Subsection (b), in determining stock ownership, the attribution rules of Section 424(d) of the Code shall be applied.

SECTION 4. STOCK SUBJECT TO PLAN.

(a) Basic Limitation. Not more than one million (1,000,000) Shares may be issued under the Plan (subject to Subsection (b) below andSection 8(a)). All of these Shares may be issued upon the exercise of ISOs. The number of Shares that are subject to Options or other rights outstanding atany time under the Plan shall not exceed the number of Shares that then remain available for issuance under the Plan. The Company, during the term of thePlan, shall at all times reserve and keep available sufficient Shares to satisfy the requirements of the Plan. Shares offered under the Plan may be authorizedbut unissued Shares or treasury Shares.

(b) Additional Shares. In the event that Shares previously issued under the Plan are reacquired by the Company, such Shares shall beadded to the number of Shares then available for issuance under the Plan. In the event that an outstanding Option or other right for any reason expires or iscanceled, the Shares allocable to the unexercised portion of such Option or other right shall be added to the number of Shares then available for issuanceunder the Plan.

SECTION 5. TERMS AND CONDITIONS OF AWARDS OR SALES.

(a) Stock Purchase Agreement. Each award or sale of Shares under the Plan (other than upon exercise of an Option) shall be evidencedby a Stock Purchase Agreement between the Purchaser and the Company. Such award or sale shall be subject to all applicable terms and conditions of thePlan and may be subject to any other terms and conditions which are not inconsistent with the Plan and which the Board of Directors deems appropriate forinclusion in a Stock Purchase Agreement. The provisions of the various Stock Purchase Agreements entered into under the Plan need not be identical.

(b) Duration of Offers and Nontransferability of Rights. Any right to acquire Shares under the Plan (other than an Option) shallautomatically expire if not exercised by the Purchaser within 30 days after the grant of such right was communicated to the Purchaser by the Company.Such right shall not be transferable and shall be exercisable only by the Purchaser to whom such right was granted.

(c) Purchase Price. The Board of Directors shall determine the Purchase Price of Shares to be offered under the Plan at its solediscretion. The Purchase Price shall be payable in a form described in Section 7.

(d) Withholding Taxes. As a condition to the purchase of Shares, the Purchaser shall make such arrangements as the Board of Directorsmay require for the satisfaction of any federal, state, local or foreign withholding tax obligations that may arise in connection with such purchase.

(e) Restrictions on Transfer of Shares. Any Shares awarded or sold under the Plan shall be subject to such special forfeiture conditions,rights of repurchase, rights of first refusal and other transfer restrictions as the Board of Directors may determine. Such restrictions shall be set forth in theapplicable Stock Purchase Agreement and shall apply in addition to any restrictions that may apply to holders of Shares generally.

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SECTION 6. TERMS AND CONDITIONS OF OPTIONS.

(a) Stock Option Agreement. Each grant of an Option under the Plan shall be evidenced by a Stock Option Agreement between theOptionee and the Company. The Option shall be subject to all applicable terms and conditions of the Plan and may be subject to any other terms andconditions which are not inconsistent with the Plan and which the Board of Directors deems appropriate for inclusion in a Stock Option Agreement. Theprovisions of the various Stock Option Agreements entered into under the Plan need not be identical.

(b) Number of Shares. Each Stock Option Agreement shall specify the number of Shares that are subject to the Option and shall providefor the adjustment of such number in accordance with Section 8. The Stock Option Agreement shall also specify whether the Option is an ISO or aNonstatutory Option.

(c) Exercise Price. Each Stock Option Agreement shall specify the Exercise Price. The Exercise Price of any Option shall not be lessthan 100% of the Fair Market Value of a Share on the date of grant, and in the case of an ISO a higher percentage may be required by Section 3(b). Subjectto the preceding sentence, the Exercise Price shall be determined by the Board of Directors at its sole discretion. The Exercise Price shall be payable in aform described in Section 7.

(d) Exercisability. Each Stock Option Agreement shall specify the date when all or any installment of the Option is to becomeexercisable. No Option shall be exercisable unless the Optionee (i) has delivered an executed copy of the Stock Option Agreement to the Company or(ii) otherwise agrees to be bound by the terms of the Stock Option Agreement. The Board of Directors shall determine the exercisability provisions of theStock Option Agreement at its sole discretion. All of an Optionee’s Options shall become exercisable in full if Section 8(b)(iv) applies.

(e) Basic Term. The Stock Option Agreement shall specify the term of the Option. The term shall not exceed 10 years from the date ofgrant, and in the case of an ISO a shorter term may be required by Section 3(b). Subject to the preceding sentence, the Board of Directors at its solediscretion shall determine when an Option is to expire.

(f) Termination of Service (Except by Death). If an Optionee’s Service terminates for any reason other than the Optionee’s death, thenthe Optionee’s Options shall expire on the earliest of the following occasions:

(i) The expiration date determined pursuant to Subsection (e) above;

(ii) The date three months after the termination of the Optionee’s Service for any reason other than Disability, or such later date asthe Board of Directors may determine; or

(iii) The date six months after the termination of the Optionee’s Service by reason of Disability, or such later date as the Board ofDirectors may determine.

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The Optionee may exercise all or part of the Optionee’s Options at any time before the expiration of such Options under the preceding sentence, but only tothe extent that such Options had become exercisable before the Optionee’s Service terminated (or became exercisable as a result of the termination) and theunderlying Shares had vested before the Optionee’s Service terminated (or vested as a result of the termination). The balance of such Options shall lapsewhen the Optionee’s Service terminates. In the event that the Optionee dies after the termination of the Optionee’s Service but before the expiration of theOptionee’s Options, all or part of such Options may be exercised (prior to expiration) by the executors or administrators of the Optionee’s estate or by anyperson who has acquired such Options directly from the Optionee by beneficiary designation, bequest or inheritance, but only to the extent that suchOptions had become exercisable before the Optionee’s Service terminated (or became exercisable as a result of the termination) and the underlying Shareshad vested before the Optionee’s Service terminated (or vested as a result of the termination).

(g) Leaves of Absence. For purposes of Subsection (f) above, Service shall be deemed to continue while the Optionee is on a bona fideleave of absence, if such leave was approved by the Company in writing and if continued crediting of Service for this purpose is expressly required by theterms of such leave or by applicable law (as determined by the Company).

(h) Death of Optionee. If an Optionee dies while the Optionee is in Service, then the Optionee’s Options shall expire on the earlier ofthe following dates:

(i) The expiration date determined pursuant to Subsection (e) above; or

(ii) The date 12 months after the Optionee’s death, or such later date as the Board of Directors may determine.

All or part of the Optionee’s Options may be exercised at any time before the expiration of such Options under the preceding sentence by the executors oradministrators of the Optionee’s estate or by any person who has acquired such Options directly from the Optionee by beneficiary designation, bequest orinheritance, but only to the extent that such Options had become exercisable before the Optionee’s death (or became exercisable as a result of the death)and the underlying Shares had vested before the Optionee’s death (or vested as a result of the Optionee’s death). The balance of such Options shall lapsewhen the Optionee dies.

(i) Restrictions on Transfer of Shares. Any Shares issued upon exercise of an Option shall be subject to such special forfeitureconditions, rights of repurchase, rights of first refusal and other transfer restrictions as the Board of Directors may determine. Such restrictions shall be setforth in the applicable Stock Option Agreement and shall apply in addition to any restrictions that may apply to holders of Shares generally.

(j) Transferability of Options. An Option shall be transferable by the Optionee only by (i) a beneficiary designation, (ii) a will or(iii) the laws of descent and distribution, except as provided in the next sentence. If the applicable Stock Option Agreement so provides, a NonstatutoryOption shall also be transferable by gift or domestic relations order to a Family Member of the Optionee. An ISO may be exercised during the lifetime ofthe Optionee only by the Optionee or by the Optionee’s guardian or legal representative.

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(k) Withholding Taxes. As a condition to the exercise of an Option, the Optionee shall make such arrangements as the Board of

Directors may require for the satisfaction of any federal, state, local or foreign withholding tax obligations that may arise in connection with such exercise.The Optionee shall also make such arrangements as the Board of Directors may require for the satisfaction of any federal, state, local or foreignwithholding tax obligations that may arise in connection with the disposition of Shares acquired by exercising an Option.

(l) No Rights as a Stockholder. An Optionee, or a transferee of an Optionee, shall have no rights as a stockholder with respect to anyShares covered by the Optionee’s Option until such person becomes entitled to receive such Shares by filing a notice of exercise and paying the ExercisePrice pursuant to the terms of such Option.

(m) Modification, Extension and Assumption of Options. Within the limitations of the Plan, the Board of Directors may modify,extend or assume outstanding Options or may accept the cancellation of outstanding Options (whether granted by the Company or another issuer) in returnfor the grant of new Options for the same or a different number of Shares and at the same or a different Exercise Price. The foregoing notwithstanding, nomodification of an Option shall, without the consent of the Optionee, impair the Optionee’s rights or increase the Optionee’s obligations under such Option.

SECTION 7. PAYMENT FOR SHARES.

(a) General Rule. The entire Purchase Price or Exercise Price of Shares issued under the Plan shall be payable in cash or cashequivalents at the time when such Shares are purchased, except as otherwise provided in this Section 7.

(b) Surrender of Stock. At the discretion of the Board of Directors, all or any part of the Exercise Price may be paid by surrendering, orattesting to the ownership of, Shares that are already owned by the Optionee. Such Shares shall be surrendered to the Company in good form for transferand shall be valued at their Fair Market Value on the date when the Option is exercised. The Optionee shall not surrender, or attest to the ownership of,Shares in payment of the Exercise Price if such action would cause the Company to recognize compensation expense (or additional compensation expense)with respect to the Option for financial reporting purposes.

(c) Services Rendered. At the discretion of the Board of Directors, Shares may be awarded under the Plan in consideration of servicesrendered to the Company, a Parent or a Subsidiary prior to the award.

(d) Promissory Note. At the discretion of the Board of Directors, all or a portion of the Exercise Price or Purchase Price (as the casemay be) of Shares issued under the Plan may be paid with a full-recourse promissory note. The Shares shall be pledged as security for payment of theprincipal amount of the promissory note and interest thereon. The interest rate payable under the terms of the promissory note shall not be less than theminimum rate (if

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any) required to avoid (i) the imputation of additional interest under the Code and (ii) the recognition of compensation expense (or additional compensationexpense) with respect to the Option for financial reporting purposes. Subject to the foregoing, the Board of Directors (at its sole discretion) shall specify theterm, interest rate, amortization requirements (if any) and other provisions of such note.

(e) Exercise/Sale. To the extent that a Stock Option Agreement so provides, and if Stock is publicly traded, payment may be made all orin part by the delivery (on a form prescribed by the Company) of an irrevocable direction to a securities broker approved by the Company to sell Sharesand to deliver all or part of the sales proceeds to the Company in payment of all or part of the Exercise Price and any withholding taxes.

(f) Exercise/Pledge. To the extent that a Stock Option Agreement so provides, and if Stock is publicly traded, payment may be made allor in part by the delivery (on a form prescribed by the Company) of an irrevocable direction to pledge Shares to a securities broker or lender approved bythe Company, as security for a loan, and to deliver all or part of the loan proceeds to the Company in payment of all or part of the Exercise Price and anywithholding taxes.

(g) Other Forms of Payment. At the discretion of the Board of Directors, the Purchase Price or Exercise Price of Shares issued underthe Plan may be paid in any other form permitted by the Delaware General Corporation Law, as amended.

SECTION 8. ADJUSTMENT OF SHARES.

(a) General. In the event of a subdivision of the outstanding Stock, a declaration of a dividend payable in Shares, a combination orconsolidation of the outstanding Stock into a lesser number of Shares, a reclassification, or any other increase or decrease in the number of issued shares ofStock effected without receipt of consideration by the Company, proportionate adjustments shall automatically be made in each of (i) the number of Sharesavailable for future grants under Section 4, (ii) the number of Shares covered by each outstanding Option and (iii) the Exercise Price under eachoutstanding Option. In the event of a declaration of an extraordinary dividend payable in a form other than Shares in an amount that has a material effect onthe Fair Market Value of the Stock, a recapitalization, a spin-off, or a similar occurrence, the Board of Directors at its sole discretion may make appropriateadjustments in one or more of (i) the number of Shares available for future grants under Section 4, (ii) the number of Shares covered by each outstandingOption or (iii) the Exercise Price under each outstanding Option; provided, however, that the Board of Directors shall in any event make such adjustmentsas may be required by Section 25102(o) of the California Corporations Code.

(b) Mergers and Consolidations. In the event that the Company is a party to a merger or consolidation, all outstanding Options shall besubject to the agreement of merger or consolidation. Such agreement may provide for one or more of the following, without the consent of any of theOptionees:

(i) The continuation of any outstanding Options by the Company (if the Company is the surviving corporation).

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(ii) The assumption of any outstanding Options by the surviving corporation or its parent in a manner that complies with

Section 424(a) of the Code (whether or not such Options are ISOs).

(iii) The substitution by the surviving corporation or its parent of new options for any outstanding Options in a manner thatcomplies with Section 424(a) of the Code (whether or not such Options are ISOs).

(iv) Full exercisability of any outstanding Options and full vesting of the Shares subject to such Options, followed by thecancellation of such Options. The full exercisability of such Options and full vesting of the Shares subject to such Options may be contingent onthe closing of such merger or consolidation. The Optionees shall be able to exercise such Options during a period of not less than five full businessdays preceding the closing date of such merger or consolidation, unless (A) a shorter period is required to permit a timely closing of such merger orconsolidation and (B) such shorter period still offers the Optionees a reasonable opportunity to exercise such Options. Any exercise of suchOptions during such period may be contingent on the closing of such merger or consolidation.

(v) The cancellation of any outstanding Options and a payment to the Optionees equal to the excess of (A) the Fair Market Valueof the Shares subject to such Options (whether or not such Options are then exercisable or such Shares are then vested) as of the closing date ofsuch merger or consolidation over (B) their Exercise Price. Such payment shall be made in the form of cash, cash equivalents, or securities of thesurviving corporation or its parent with a Fair Market Value equal to the required amount. Subject to Section 409A of the Code, such payment maybe made in installments and may be deferred until the date or dates when such Options would have become exercisable or such Shares would havevested. Such payment may be subject to vesting based on the Optionee’s continuing Service, provided that the vesting schedule shall not be lessfavorable to the Optionee than the schedule under which such Options would have become exercisable or such Shares would have vested. If theExercise Price of the Shares subject to such Options exceeds the Fair Market Value of such Shares, then such Options may be cancelled withoutmaking a payment to the Optionees. For purposes of this Paragraph (v), the Fair Market Value of any security shall be determined without regard toany vesting conditions that may apply to such security.

(c) Reservation of Rights. Except as provided in this Section 8, an Optionee or Purchaser shall have no rights by reason of (i) anysubdivision or consolidation of shares of stock of any class, (ii) the payment of any dividend or (iii) any other increase or decrease in the number of sharesof stock of any class. Any issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall notaffect, and no

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adjustment by reason thereof shall be made with respect to, the number or Exercise Price of Shares subject to an Option. The grant of an Option pursuant tothe Plan shall not affect in any way the right or power of the Company to make adjustments, reclassifications, reorganizations or changes of its capital orbusiness structure, to merge or consolidate or to dissolve, liquidate, sell or transfer all or any part of its business or assets.

SECTION 9. DRAG ALONG RIGHTS.

The common stockholders holding at least a majority of the outstanding common stock of the Company (the “Majority in Interest ofthe Stockholders”) shall have the right, subject to applicable law, to require each holder of Shares purchased under this Plan or issued upon exercise ofOptions (the “Drag Along Shares”) to enter into a bona fide arm’s length transfer of all of the Drag Along Shares owned by such holder to a proposedtransferee, on the same terms and conditions as applicable to the Majority in Interest of the Stockholders. To exercise this right, the Majority in Interest ofthe Stockholders shall give the holders of the Drag Along Shares written notice at least fifteen (15) days prior to the proposed transfer (the “Notice”). TheNotice shall set forth: (i) the name and address of the proposed transferee; (ii) the proposed amount and form of consideration to be paid for such sharesand the terms and conditions of payment offered by each proposed transferee; and (iii) confirmation that the proposed transferee has been informed of therights set forth in this Section 9 and has agreed to purchase the Drag Along Shares in accordance with the terms hereof. Each holder of Drag Along Sharesshall thereafter be obligated to sell his or her Drag Along Shares to the proposed transferee and shall enter into a purchase agreement and any other relevantdocuments with the proposed transferee in form and substance as approved by the Majority in Interest of the Stockholders.

SECTION 10. PROXY

Each holder of Drag Along Shares hereby revokes all previous proxies and other rights granted to third persons with regard to the DragAlong Shares (other than those arising hereunder) and any and all other securities issued in respect thereof or in substitution thereof (collectively, the“Subject Shares”) and hereby appoints the Majority in Interest of the Stockholders as such holder’s proxyholder, with full power of substitution, as to allof the Subject Shares to exercise all rights of any nature whatsoever in respect of the Subject Shares and to execute any instrument in respect thereof,including without limitation to attend and vote at any meeting of the stockholders of the Company and any adjournment thereof, and to execute any and allwritten consents of stockholders of the Company, with the same effect as if such holder had personally attended the meetings or had personally voted theSubject Shares or had personally signed such written consents. This proxy is coupled with an interest and is irrevocable, and shall be binding upon alltransferees receiving any Subject Shares.

SECTION 11. SECURITIES LAW REQUIREMENTS.

Shares shall not be issued under the Plan unless the issuance and delivery of such Shares comply with (or are exempt from) all applicablerequirements of law, including (without limitation) the Securities Act of 1933, as amended, the rules and regulations promulgated thereunder, statesecurities laws and regulations, and the regulations of any stock exchange or other securities market on which the Company’s securities may then be traded.

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SECTION 12. NO GUARANTEE OF CONTINUED SERVICE.

EACH OPTIONEE AND EACH PURCHASER OF COMMON STOCK UNDER THIS PLAN ACKNOWLEDGES AND AGREES THAT THEVESTING OF ANY OPTION OR SHARES PURSUANT TO THE VESTING SCHEDULE OF THE APPLICABLE STOCK OPTION AGREEMENTOR STOCK PURCHASE AGREEMENT HEREUNDER IS CONTINGENT ON THEIR CONTINUED SERVICE AT THE WILL OF THE COMPANYOR SUBSIDIARY (NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS GRANT OR ACQUIRING SHARES HEREUNDER).EACH SUCH OPTIONEE AND EACH SUCH PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT THIS PLAN, THETRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH IN THE APPLICABLE STOCK OPTIONAGREEMENT OR STOCK PURCHASE AGREEMENT DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED SERVICEFOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND SHALL NOT INTERFERE IN ANY WAY WITH EACH SUCH OPTIONEE’SOR EACH SUCH PURCHASER’S RIGHT OR THE COMPANY’S OR A SUBSIDIARY’S RIGHT TO TERMINATE SUCH OPTIONEE’S OR SUCHPURCHASER’S SERVICE AT ANY TIME, WITH OR WITHOUT CAUSE AND WITH OR WITHOUT NOTICE. DURATION AND AMENDMENTS.

SECTION 13. DURATION AND AMENDMENTS.

(a) Term of the Plan. The Plan, as set forth herein, shall become effective on the date of its adoption by the Board of Directors, subjectto the approval of the Company’s stockholders. If the stockholders fail to approve the Plan within 12 months after its adoption by the Board of Directors,then any grants, exercises or sales that have already occurred under the Plan shall be rescinded and no additional grants, exercises or sales shall thereafterbe made under the Plan. The Plan shall terminate automatically 10 years after the later of (i) its adoption by the Board of Directors or (ii) the most recentincrease in the number of Shares reserved under Section 4 that was approved by the Company’s stockholders. The Plan may be terminated on any earlierdate pursuant to Subsection (b) below.

(b) Right to Amend or Terminate the Plan. The Board of Directors may amend, suspend or terminate the Plan at any time and for anyreason; provided, however, that any amendment of the Plan shall be subject to the approval of the Company’s stockholders if it (i) increases the number ofShares available for issuance under the Plan (except as provided in Section 8) or (ii) materially changes the class of persons who are eligible for the grant ofISOs. Stockholder approval shall not be required for any other amendment of the Plan. If the stockholders fail to approve an increase in the number ofShares reserved under Section 4 within 12 months after its adoption by the Board of Directors, then any grants, exercises or sales that have alreadyoccurred in reliance on such increase shall be rescinded and no additional grants, exercises or sales shall thereafter be made in reliance on such increase.

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(c) Effect of Amendment or Termination. No Shares shall be issued or sold under the Plan after the termination thereof, except upon

exercise of an Option granted prior to such termination. The termination of the Plan, or any amendment thereof, shall not affect any Share previously issuedor any Option previously granted under the Plan.

SECTION 14. DEFINITIONS.

(a) “Board of Directors” shall mean the Board of Directors of the Company, as constituted from time to time.

(b) “Code” shall mean the Internal Revenue Code of 1986, as amended.

(c) “Committee” shall mean a committee of the Board of Directors, as described in Section 2(a).

(d) “Company” shall mean GoodRx, Inc., a Delaware corporation.

(e) “Consultant” shall mean a person who performs bona fide services for the Company, a Parent or a Subsidiary as a consultant oradvisor, excluding Employees and Outside Directors.

(f) “Disability” shall mean that the Optionee is unable to engage in any substantial gainful activity by reason of any medicallydeterminable physical or mental impairment.

(g) “Employee” shall mean any individual who is a common-law employee of the Company, a Parent or a Subsidiary.

(h) “Exercise Price” shall mean the amount for which one Share may be purchased upon exercise of an Option, as specified by theBoard of Directors in the applicable Stock Option Agreement.

(i) “Fair Market Value” shall mean the fair market value of a Share, as determined by the Board of Directors in accordance withapplicable law. Such determination shall be conclusive and binding on all persons.

(j) “Family Member” shall mean (i) any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling,niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law, including adoptive relationships, (ii) any personsharing the Optionee’s household (other than a tenant or employee), (iii) a trust in which persons described in Clause (i) or (ii) have more than 50% of thebeneficial interest, (iv) a foundation in which persons described in Clause (i) or (ii) or the Optionee control the management of assets and (v) any otherentity in which persons described in Clause (i) or (ii) or the Optionee own more than 50% of the voting interests.

(k) “ISO” shall mean an employee incentive stock option described in Section 422(b) of the Code.

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(l) “Nonstatutory Option” shall mean a stock option not described in Sections 422(b) or 423(b) of the Code.

(m) “Option” shall mean an ISO or Nonstatutory Option granted under the Plan and entitling the holder to purchase Shares.

(n) “Optionee” shall mean a person who holds an Option.

(o) “Outside Director” shall mean a member of the Board of Directors who is not an Employee.

(p) “Parent” shall mean any corporation (other than the Company) in an unbroken chain of corporations ending with the Company, ifeach of the corporations other than the Company owns stock possessing 50% or more of the total combined voting power of all classes of stock in one ofthe other corporations in such chain. A corporation that attains the status of a Parent on a date after the adoption of the Plan shall be considered a Parentcommencing as of such date.

(q) “Plan” shall mean this GoodRx, Inc. 2011 Stock Plan.

(r) “Purchase Price” shall mean the consideration for which one Share may be acquired under the Plan (other than upon exercise of anOption), as specified by the Board of Directors.

(s) “Purchaser” shall mean a person to whom the Board of Directors has offered the right to acquire Shares under the Plan (other thanupon exercise of an Option).

(t) “Service” shall mean service as an Employee, Outside Director or Consultant.

(u) “Share” shall mean one share of Stock, as adjusted in accordance with Section 8 (if applicable).

(v) “Stock” shall mean the Common Stock of the Company, with a par value of $0.0001 per Share.

(w) “Stock Option Agreement” shall mean the agreement between the Company and an Optionee that contains the terms, conditionsand restrictions pertaining to the Optionee’s Option.

(x) “Stock Purchase Agreement” shall mean the agreement between the Company and a Purchaser who acquires Shares under the Planthat contains the terms, conditions and restrictions pertaining to the acquisition of such Shares.

(y) “Subsidiary” shall mean any corporation (other than the Company) in an unbroken chain of corporations beginning with theCompany, if each of the corporations other than the last corporation in the unbroken chain owns stock possessing 50% or more of the total combined votingpower of all classes of stock in one of the other corporations in such chain. A corporation that attains the status of a Subsidiary on a date after the adoptionof the Plan shall be considered a Subsidiary commencing as of such date.

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AMENDMENT OFGOODRX, INC. 2011 STOCK PLAN

Pursuant to the Unanimous Written Consent of the Board of Directors of GoodRx, Inc. (the “Company”) dated as of June 12, 2015, theGoodRx, Inc. 2011 Stock Plan (the “Plan”) is hereby amended as follows:

1. Section 8(b) is hereby amended and restated in its entirety by the following:

“Company Sale. All outstanding Options shall be subject to (i) an agreement of merger or consolidation if the Company is a party to such agreement or(ii) a stock purchase agreement entered into by a Majority in Interest of the Stockholders (defined in Section 9) pursuant to which more than fifty percent(50%) of the voting securities of the Company are being sold (a “Stock Sale” and collectively with a merger or consolidation described in clause (i) a“Company Sale”) to one or more third parties (each a “Stock Purchaser”). Such agreement may provide for one or more of the following, without theconsent of any of the Optionees: The continuation of any outstanding Options by the Company (if, in the case of a merger or consolidation, the Company isthe surviving corporation).

(ii) In the case of a merger or consolidation, the assumption of any outstanding Options by the surviving corporation or its parent in a manner thatcomplies with Section 424(a) of the Code (whether or not such Options are ISOs).

(iii) In the case of a merger or consolidation, the substitution by the surviving corporation or its parent of new options for any outstanding Options in amanner that complies with Section 424(a) of the Code (whether or not such Options are ISOs).

(iv) In the case of a Stock Sale, the substitution by Purchaser, or its parent, of new options for any outstanding Options in a manner that complies withSection 424(a) of the Code (whether or not such Options are ISOs).

(v) Full exercisability of any outstanding Options and full vesting of the Shares subject to such Options, followed by the cancellation of such Options.The full exercisability of such Options and full vesting of the Shares subject to such Options may be contingent on the closing of such CompanySale. The Optionees shall be able to exercise such Options during a period of not less than five full business days preceding the closing date of suchCompany Sale, unless (A) a shorter period is required to permit a timely closing of such Company Sale and (B) such shorter period still offers theOptionees a reasonable opportunity to exercise such Options. Any exercise of such Options during such period may be contingent on the closing ofsuch Company Sale.

(vi) The cancellation of any outstanding Options and a payment to the Optionees equal to the excess of (A) the Fair Market Value of the Shares subject tosuch Options (whether or not such Options are then exercisable or such Shares are then vested) as of the closing date of such Company Sale over(B) their Exercise Price. Such payment shall be made in the form of cash, cash equivalents, or securities of the surviving corporation or its parent inthe case of a merger or consolidation, or of a Purchaser or its parent in the case of a Stock

Sale with a Fair Market Value equal to the required amount. Subject to Section 409A of the Code, such payment may be made ininstallments and may be deferred until the date or dates when such Options would have become exercisable or such Shares would havevested. Such payment may be subject to vesting based on the Optionee’s continuing Service, provided that the vesting schedule shall notbe less favorable to the Optionee than the schedule under which such Options would have become exercisable or such Shares would havevested. If the Exercise Price of the Shares subject to such Options exceeds the Fair Market Value of such Shares, then such Options maybe cancelled without making a payment to the Optionees. For purposes of this Paragraph (vi), the Fair Market Value of any security shallbe determined without regard to any vesting conditions that may apply to such security.”

The undersigned Secretary of the Company hereby certifies that the foregoing is a true and correct amendment of the Plan.

WITNESS the signature of the undersigned as of June 12, 2015.

/s/ Trevor BezdekTrevor Bezdek, Secretary

Exhibit 2

Spousal Consent

The undersigned spouse hereby acknowledges that I have read the following plans, arrangements and agreements to which my spouse isa party or subject:

GoodRx Holdings, Inc. [________] Agreement, dated ___________

GoodRx Holdings, Inc. Fifth Amended and Restated 2015 Equity Incentive Plan (the “Plan”)

and that I understand their contents. I am aware that such plans, arrangements and agreements (i) provide for the repurchase, under certain circumstances,of any and all shares of capital stock of GoodRx Holdings, Inc., a Delaware corporation (the “Company”), that are ever acquired by my spouse pursuant tothe Plan and (ii) impose certain obligations upon my spouse and restrictions on transfer of my spouse’s shares of capital stock of the Company undercertain circumstances. I agree that my spouse’s interest in the capital stock of the Company is subject to the documents referred to above and the otheragreements referred to therein and any interest I may have in the Company or in such capital stock shall be irrevocably bound by these agreements and theother agreements referred to therein, and further agree that any community property interest of mine (if any) shall be similarly bound by these agreements.

For the benefit of the Company (which is relying hereon), the undersigned spouse irrevocably constitutes and appoints, on behalf ofhimself or herself and his or her heirs, legatees and assigns, ______________, who is the spouse of the undersigned (the “Participant”), as theundersigned’s true and lawful attorney and proxy in his or her name, place and stead to sign, make, execute, acknowledge, deliver, file and record alldocuments which may be required, and to manage, vote, act and make all decisions with respect to (whether necessary, incidental, convenient orotherwise), any and all shares or capital stock or options to acquire capital stock of the Company in which the undersigned now has or hereafter acquiresany interest and in any and all shares of the Company now or hereafter held of record by the Participant (including but not limited to the right, withoutfurther signature, consent or knowledge of the undersigned spouse, to exercise or not to exercise any and all options under any appropriate agreements andto exercise amendments and modifications of and to terminate the foregoing agreements and to dispose of any and all shares of capital stock or options toacquire capital stock of the Company), with all powers the undersigned spouse would possess if personally present, it being expressly understood andintended by the undersigned that the foregoing power of attorney and proxy is coupled with an interest; and this power of attorney is a durable power ofattorney and will not be affected by disability, incapacity or death of the Participant, or dissolution of marriage and this proxy will not terminate withoutconsent of the Participant and the Company. Plan Participant: Spouse of Plan Participant:Signature SignaturePrinted Name Printed Name

VESTED ONLY


2015 EQUITY INCENTIVE PLAN

NOTICE OF STOCK OPTION GRANT

[NAME]Address: _____________________

_____________________

You have been granted an option to purchase Common Stock of GoodRx Holdings, Inc., a Delaware corporation (the “Company”), as follows: Date of Grant: See eshares Exercise Price Per Share: See eshares

Total Number of Shares of Common Stock (the“Shares”):

See eshares

Type of Option: Nonstatutory Stock Option

Expiration Date:

See eshares. This Option expires earlier if Optionee’s service terminates earlier, as provided inthe Option Agreement.

Vesting Commencement Date: See eshares Exercisability: Only vested Shares may be exercised. Vesting/Exercise Schedule: See eshares. Acceleration – yes, see eshares.

Termination Period:

The Option may be exercised for one (1) month after termination of employment or consultingrelationship except as set out in Section 3 of the Option Agreement (but in no event after theExpiration Date). Optionee is solely responsible for keeping track of these exercise periodsfollowing termination for any reason of his or her relationship with the Company. TheCompany will not provide further notice of such periods.

By your signature and the signature of the Company’s representative below, you and the Company agree that this Option is granted under and governed bythe terms and conditions of the GoodRx Holdings, Inc. 2015 Equity Incentive Plan and Option Agreement, both of which are attached to and made a part ofthis document.

In addition, you agree and acknowledge that your rights to any Shares underlying this Option will be earned only as you provide services to theCompany over time, that the grant of this Option is not as consideration for services you rendered to the Company prior to your date of hire, and thatnothing in this Notice or the attached documents confers upon you any right to continue your employment or consulting relationship with the Company forany period of time, nor does it interfere in any way with your right or the Company’s right to terminate that relationship at any time, for any reason, with orwithout cause.

Also, to the extent applicable, the Exercise Price Per Share has been set in good faith compliance with the applicable guidance issued by the IRSunder Section 409A of the Code. However, there is no guarantee that the IRS will agree with the valuation, and by signing below, you agree andacknowledge that the Company, its Board, officers, employees and agents shall not be held liable for any applicable costs, taxes, or penalties associatedwith this Option if, in fact, the IRS or any other person (including, without limitation, a successor corporation or an acquirer in a Sale of the Company)were to determine that this Option constitutes deferred compensation under Section 409A of the Code. You should consult with your own tax advisorconcerning the tax consequences of such a determination by the IRS. THE COMPANY: GOODRX HOLDINGS, INC. By: (Signature) Name: Title: OPTIONEE: [NAME] (Signature) Address:

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OPTION AGREEMENT



This Option Agreement (this “Agreement”) is made and entered into as of the date of grant (the “Date of Grant”) set forth on the Notice of StockOption Grant (the “Grant Notice”) by and between GoodRx Holdings, Inc., a Delaware corporation (together with any successor thereto, the “Company”),and the optionee named on the Grant Notice (the “Optionee”). Capitalized terms not defined in this Agreement shall have the meaning ascribed to them inthe GoodRx Holdings, Inc. 2015 Equity Incentive Plan, as amended from time to time (the “Plan”), or in the Grant Notice, as applicable.

1. GRANT OF OPTION. The Company hereby grants to Optionee an option (this “Option”) to purchase up to the total number of shares ofCommon Stock of the Company (the “Common Stock”) set forth in the Grant Notice as the Shares (the “Shares”) at the Exercise Price Per Share set forthin the Grant Notice (the “Exercise Price”), subject to all of the terms and conditions of the Grant Notice, this Agreement and the Plan.

2. EXERCISE PERIOD.

2.1. Exercise Period of Option. Subject to the conditions set forth in this Agreement, this Option shall be exercisable during its term inaccordance with the Vesting/Exercise Schedule set forth in the Grant Notice. Notwithstanding any provision in the Plan or this Agreement to the contrary,on or after Optionee’s Termination Date, this Option may not be exercised with respect to any Shares that are Unvested Shares on Optionee’s TerminationDate.

2.2. Vesting of Option Shares. Shares with respect to which this Option is vested and exercisable at a given time pursuant to the VestingSchedule set forth in the Grant Notice are referred to herein as “Vested Shares.” Shares with respect to which this Option is not vested or exercisable at agiven time pursuant to the Vesting Schedule set forth in the Grant Notice are referred to herein as “Unvested Shares.”

2.3. Expiration. The Option shall expire on the Expiration Date set forth in the Grant Notice or earlier as provided in Section 3 below.

3. TERMINATION.

3.1. Termination for Any Reason Except Death, Disability or Cause. Except as provided in subsection 3.2 in a case in whichOptionee dies within three (3) months after Optionee’s service as an executive, director, consultant, other service provider or key employee of the Company(“Service”) is terminated other than for Cause, if Optionee’s Service is terminated for any reason (other than Optionee’s death or Disability or for Cause),then (a) on and after Optionee’s Termination Date, this Option shall expire immediately with respect to any Shares that are Unvested Shares and may not beexercised with respect to any Shares that are Unvested Shares on Optionee’s Termination Date and (b) this Option to the extent (and only to the extent) thatit is exercisable with respect to Vested Shares on Optionee’s Termination Date, may be exercised by Optionee no later than one (1) month after Optionee’sTermination Date (but in no event may this Option be exercised after the Expiration Date).

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3.2. Termination Because of Death or Disability. If Optionee’s Service is terminated because of Optionee’s death or Disability (or ifOptionee dies within three (3) months of the date Optionee’s Service terminates for any reason other than for Cause), then (a) on and after Optionee’sTermination Date, this Option shall expire immediately with respect to any Shares that are Unvested Shares and may not be exercised with respect to anyShares that are Unvested Shares on Optionee’s Termination Date and (b) this Option, to the extent (and only to the extent) that it is exercisable with respectto Vested Shares on Optionee’s Termination Date, may be exercised by Optionee (or Optionee’s legal representative) no later than six (6) months afterOptionee’s Termination Date, but in no event later than the Expiration Date.

3.3. Termination for Cause. If Optionee’s Service terminates for Cause, then Optionee may exercise this Option, but only with respectto any Shares that are Vested Shares on Optionee’s Termination Date, and this Option shall expire on Optionee’s Termination Date, or at such later time andon such conditions as may be affirmatively determined by the Board. On and after Optionee’s Termination Date, this Option shall expire immediately withrespect to any Shares that are Unvested Shares and may not be exercised with respect to any Shares that are Unvested Shares on Optionee’s TerminationDate.

3.4. No Obligation to Employ. Nothing in the Plan or this Agreement shall confer on Optionee any right to continue in the employ of, orother relationship with, the Company, or limit in any way the right of the Company to terminate Optionee’s employment or other relationship at any time,with or without Cause.

4. MANNER OF EXERCISE.

4.1. Stock Option Exercise Notice and Agreement. To exercise this Option, Optionee (or in the case of exercise after Optionee’s deathor incapacity, Optionee’s executor, administrator, heir or legatee, as the case may be) must deliver to the Company an executed Stock Option ExerciseNotice and Agreement in the form attached hereto as Annex A,or in such other form as may be approved by the Board from time to time (the “ExerciseAgreement”) and payment for the shares being purchased in accordance with this Agreement. The Exercise Agreement shall set forth, among other things,(i) Optionee’s election to exercise this Option, (ii) the number of Vested Shares being purchased, (iii) any representations, warranties and agreementsregarding Optionee’s investment intent and access to information as may be required by the Company to comply with applicable securities laws inconnection with any exercise of this Option, (iv) any other agreements required by the Company, and (v) Optionee’s obligation to execute and delivercertain Stock Powers and Assignments Separate from Stock Certificate to the Company. If someone other than Optionee exercises this Option, then suchperson must submit documentation reasonably acceptable to the Company verifying that such person has the legal right to exercise this Option and suchperson shall be subject to all of the restrictions contained herein as if such person were Optionee.

4.2. Limitations on Exercise. This Option may not be exercised unless such exercise is in compliance with all applicable federal andstate securities laws, as they are in effect on the date of exercise.

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4.3. Payment. The Exercise Agreement shall be accompanied by full payment of the Exercise Price for the shares being purchased incash (by check or wire transfer), or where permitted by law:

(a) by surrender of shares of the Company held for at least six months by the Optionee that are free and clear of all securityinterests, pledges, liens, claims or encumbrances and: (i) for which the Company has received “full payment of the purchase price” within the meaning ofSEC Rule 144 (and, if such shares were purchased from the Company by use of a promissory note, such note has been fully paid with respect to suchshares) or (ii) that were obtained by Optionee in the public market;

(b) provided that a public market for the Common Stock exists, subject to compliance with applicable law, by exercising as setforth below, through a “same day sale” commitment from Optionee and a broker-dealer whereby Optionee irrevocably elects to exercise this Option and tosell a portion of the Shares so purchased sufficient to pay the total Exercise Price, and whereby the broker-dealer irrevocably commits upon receipt of suchShares to forward the total Exercise Price directly to the Company; or

(c) by any combination of the foregoing or any other method of payment approved by the Board that constitutes legalconsideration for the issuance of Shares.

4.4. Tax Withholding. Prior to the issuance of the Shares upon exercise of the Option, Optionee must pay or provide for any applicablefederal, state and local withholding obligations of the Company. If the Board permits, Optionee may provide for payment of withholding taxes uponexercise of the Option by requesting that the Company retain the minimum number of Shares with a Fair Market Value equal to the minimum amount oftaxes required to be withheld; or to arrange a mandatory “sell to cover” on Participant’s behalf (without further authorization); but in no event will theCompany withhold Shares or “sell to cover” if such withholding would result in adverse accounting consequences to the Company. In case of stockwithholding or a sell to cover, the Company shall issue the net number of Shares to the Optionee by deducting the Shares retained from the Shares issuableupon exercise.

4.5. Issuance of Shares. Provided that the Exercise Agreement and payment are in form and substance satisfactory to counsel for theCompany, the Company shall issue the Shares issuable upon a valid exercise of this Option registered in the name of Optionee, Optionee’s authorizedassignee, or Optionee’s legal representative, and shall deliver certificates representing the Shares with the appropriate legends affixed thereto.

5. COMPLIANCE WITH LAWS AND REGULATIONS. The Plan and this Agreement are intended to comply with Section 25102(o) of theCalifornia Corporations Code (“Section 25102(o)”) and Rule 701 et seq. promulgated by the Securities and Exchange Commission under the Securities Actof 1933, as amended (“Rule 701”). Any provision of this Agreement that is inconsistent with Section 25102(o) or Rule 701 shall, without further act oramendment by the Company or the Board, be reformed to comply with the requirements of Section 25102(o) and/or Rule 701. The exercise of this Optionand the issuance and transfer of Shares shall be subject to compliance by the Company and Optionee with all applicable requirements of federal and statesecurities laws and with all applicable requirements of any stock exchange on which the Common Stock may be listed at the time of such issuance ortransfer. Optionee understands that the Company is under no obligation to register or qualify the Shares with the Securities and Exchange Commission(“SEC”), any state securities commission or any stock exchange to effect such compliance.

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6. NONTRANSFERABILITY OF OPTION. This Option may not be transferred in any manner other than by will or by the laws of descent anddistribution, and may be exercised during the lifetime of Optionee only by Optionee or in the event of Optionee’s incapacity, by Optionee’s legalrepresentative. The terms of this Option shall be binding upon the executors, administrators, successors and assigns of Optionee.

7. RESTRICTIONS ON TRANSFER OF SHARES.

7.1. General. Optionee agrees that Optionee shall not transfer, assign, grant a lien or security interest in, pledge, hypothecate, encumberor otherwise dispose of (including, without limitation, a transfer by gift or operation of law)(collectively “Transfer”) any of the Shares (or any interesttherein) unless and until:

(a) Optionee shall have notified the Company of the proposed Transfer and provided a written summary of the terms andconditions of the proposed disposition;

(b) Optionee shall have complied with all requirements of this Agreement, the Company’s Bylaws and Certificate ofIncorporation, the Stockholders Agreement and other agreements applicable to the Transfer of the Shares;

(c) Optionee shall have provided the Company with written assurances, in form and substance satisfactory to counsel for theCompany, which may include without limitation an opinion of counsel, that (i) the proposed disposition does not require registration of the Shares underthe Securities Act of 1933, as amended (the “Securities Act”) or under any applicable state securities laws and (ii) all appropriate actions necessary forcompliance with the registration requirements of the Securities Act or of any exemption from registration available under the Securities Act (including Rule144) or applicable state securities laws have been taken; and

(d) Optionee shall have provided the Company with written assurances, in form and substance satisfactory to the Company,which may include without limitation an opinion of counsel, that the proposed disposition will not result in the contravention of any transfer restrictionsapplicable to the Shares pursuant to the provisions of the regulations promulgated under Section 25102(o), Rule 701 or under any other applicablesecurities laws or adversely affect the Company’s ability to rely on the exemption(s) from registration under the Securities Act or under any otherapplicable securities laws for the grant of the Option, the issuance of Shares thereunder or any other issuance of securities under the Plan.

7.2. Restriction on Transfer. Optionee shall not Transfer any of the Shares (or any interest therein) which are subject to the Company’sRepurchase Option or the Stockholders Agreement, except as permitted by this Agreement and the Stockholders Agreement.

7.3. Transferee Obligations. Each person (other than the Company) to whom the Shares (or any interest therein) are Transferred bymeans of one of the permitted transfers specified in this Agreement or the Stockholders Agreement must, as a condition precedent to the validity of suchtransfer, acknowledge in writing satisfactory to the Company that such person is bound by the provisions of this Agreement and that the transferred Sharesare subject to (i) each the Company’s Repurchase Option and the Stockholders Agreement and (ii) the market stand-off provisions of Section 8 below, tothe same extent such Shares would be so subject if retained by Optionee.

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8. MARKET STANDOFF AGREEMENT. In connection with the initial public offering of the Company’s securities and upon request of theCompany or the underwriters managing such offering of the Company’s securities, Optionee shall not directly or indirectly sell, make any short sale of,loan, hypothecate, pledge, offer, grant or sell any option or other contract for the purchase of, purchase any option or other contract for the sale of, orotherwise dispose of or Transfer, or agree to engage in any of the foregoing transactions with respect to, any securities of the Company however orwhenever acquired (other than those included in the registration) without the prior written consent of the Company or such underwriters, as the case maybe, for such period of time (not to exceed 180 days) from the effective date of such registration as may be requested by the Company or such managingunderwriters and to execute an agreement reflecting the foregoing as may be requested by the underwriters. In addition, upon request of the Company orthe underwriters managing a public offering of the Company’s securities (other than the initial public offering), Optionee hereby agrees to be bound bysimilar restrictions, and to sign a similar agreement as may be requested by the underwriters, in connection with no more than one additional registrationstatement filed within 12 months after the closing date of the initial public offering, provided that the duration of the lock-up period with respect to suchadditional registration shall not exceed 90 days from the effective date of such additional registration statement. Notwithstanding the foregoing, if duringthe last 17 days of the restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs, orprior to the expiration of the restricted period the Company announces that it will release earnings results during the 16-day period beginning on the lastday of the restricted period, then, upon the request of the managing underwriter, to the extent required by any FINRA rules, the restrictions imposed by thissubsection shall continue to apply until the end of the third trading day following the expiration of the 15-day period beginning on the issuance of theearnings release or the occurrence of the material news or material event. In no event will the restricted period extend beyond 216 days after the effectivedate of the registration statement. In order to enforce the foregoing covenants, the Company shall have the right to place restrictive legends on thecertificates representing the Shares subject to this Section and to impose stop transfer instructions with respect to the Shares until the end of such period.

9. STOCKHOLDERS AGREEMENT

Concurrent with Optionee’s exercise of all or any portion of the Option, Optionee and, if married, his or her spouse, shall execute anddeliver to the Company a counterpart to the Stockholders Agreement, as amended, binding the Optionee and his or her spouse to the terms containedtherein. If Optionee becomes legally married (whether in the first instance or to a different spouse) subsequent to the exercise of all or any portion of theOption, but prior to the Termination Date, Optionee shall cause Optionee’s spouse to execute and deliver to the Company a counterpart to the StockholdersAgreement, as amended. In the event of a conflict between such Stockholders Agreement, the Plan and this Agreement, the Stockholders Agreement shallprevail.

10. REPURCHASE OPTION.

10.1. Repurchase Option. If Optionee is no longer employed (or in the case of an Optionee who was not an employee, the date onwhich such Optionee is no longer acting as a director or officer of, or consultant or advisor to, the Company or any of its subsidiaries) by the Company orits subsidiaries for any reason, the Shares (whether held by such Optionee or one or more transferees of such

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Optionee, other than the Company or any Investor (as defined in the Stockholders Agreement)) will be subject to repurchase by the Company and theInvestors (each of the aforementioned solely at their option and the latter on a pro rata basis in accordance with their respective percentage of ownership ofthe Company’s Common Stock on a fully diluted and as-converted basis) pursuant to the terms and conditions set forth in this Section 10 (the “RepurchaseOption”).

10.2. Repurchase Price. Following the Termination Date of any Optionee, the Company and the Investors may elect to repurchase all orany portion of the Shares held by such Optionee at a price per share equal to (i) in the event of such Optionee’s termination for Cause, at the lower ofOriginal Cost or Fair Market Value (as of the Termination Date) and (ii) otherwise (including, but not limited to, a resignation other than for Good Reasonand termination without Cause), at Fair Market Value (as of the Termination Date).

10.3. Repurchase Procedures. The Company may elect to exercise the Repurchase Option to purchase any amount of the Shares subjectto the Repurchase Option by delivering written notice (the “Company Repurchase Notice”) to the holder or holders of the Shares and the Investors no laterthan the later of (A) 90 days after the Termination Date and (B) 90 days after the acquisition of the Shares subject to repurchase. To the extent that anyportion of the Shares are not being repurchased by the Company, the Investors may elect to exercise the Repurchase Option to purchase up to theirrespective pro rata share of the remaining Shares by delivering written notice (an “Investor Repurchase Notice” and together with the CompanyRepurchase Notice, a “Repurchase Notice”) to the holder or holders of the applicable Shares within 10 business days of the expiration of the latest periodduring which the Company was entitled to deliver the Company Repurchase Notice. Each Repurchase Notice will set forth the number of Shares to beacquired from such holder(s), the aggregate consideration to be paid for such Shares and the time and place for the closing of the transaction. If any Sharesare held by any transferees of Optionee, the Investors and the Company, as the case may be, will purchase the Shares elected to be purchased from suchholder(s) of Shares, pro rata according to the number of Shares held by such holder(s) at the time of delivery of such Repurchase Notice (determined asnearly as practicable to the nearest share). If Shares of different classes are to be purchased pursuant to the Repurchase Option and Shares are held by anytransferees of Optionee, the number of Shares of each class of Shares to be purchased will be allocated among such holders, pro rata according to the totalnumber of Shares to be purchased from such Persons.

10.4. Closing. The closing of the transactions contemplated by this Section 10 will take place on the date designated in the applicableRepurchase Notice, which date will not be more than 90 days after the delivery of such notice. Each Investor will pay for the Shares to be purchased by itby delivery of a check payable to the holder of such Shares. The Company will pay for the Shares to be purchased by it by first offsetting amountsoutstanding under any bona fide debts owing by such Optionee to the Company or any of its subsidiaries, now existing or hereinafter arising (irrespectiveas to whether such amounts are owing by the holder of such Shares), and will pay the remainder of the purchase price by, at its option, delivery of (A) acheck payable to the holder of such Shares, (B) if payment in accordance with clause (A) would result in a breach or default under the Company’s debtfinancing agreements, if any, a subordinated promissory note with a maturity date that does not exceed three years from the closing of the transactionscontemplated by this Section 10, payable in equal monthly installments of principal and interest during the term of the note and bearing interest at a rate perannum equal to the greater of five percent (5%) and the then applicable short term federal rate, or (C) a combination of both (A) and (B), in the aggregateamount of the purchase price for such Shares. Any notes issued by the Company pursuant to this Section 10 shall be subject to any restrictive covenants to

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which the Company or its subsidiaries are subject at the time of such purchase. Notwithstanding anything to the contrary contained herein, all repurchasesof Shares by the Company will be subject to applicable restrictions contained in the corporation law of the Company’s jurisdiction of incorporation and inthe Company’s and its subsidiaries’ debt and equity financing agreements. If any such restrictions prohibit the repurchase of Shares hereunder which theCompany is otherwise entitled to make, the Company may make such repurchases as soon as it is permitted to do so under such restrictions. The Investorsand/or the Company, as the case may be, will receive customary representations and warranties from each seller regarding the sale of the Shares, including,but not limited to, representations that such seller has good and marketable title to the Shares to be transferred free and clear of all liens, claims and otherencumbrances.

10.5. This Section 10 shall terminate automatically and shall be of no further force and effect upon the earlier to occur of aconsummation of a Public Offering or a Sale of the Company.

11. RIGHTS AS A STOCKHOLDER. Optionee shall not have any of the rights of a stockholder with respect to any Shares unless and until suchShares are issued to Optionee. Subject to the terms and conditions of this Agreement, Optionee will have all of the rights of a stockholder of the Companywith respect to the Shares from and after the date that Shares are issued to Optionee pursuant to, and in accordance with, the terms of the ExerciseAgreement until such time as Optionee disposes of the Shares or the Company and/or its assignee(s) exercise(s) the Repurchase Option or rights under theStockholders Agreement. Upon an exercise of the rights under the Stockholders Agreement or Repurchase Option, Optionee will have no further rights as aholder of the Shares so purchased upon such exercise, other than the right to receive payment for the Shares so purchased in accordance with the provisionsof this Agreement and the Stockholders Agreement, and Optionee will promptly surrender the stock certificate(s) evidencing the Shares so purchased to theCompany for transfer or cancellation.

12. ESCROW. As security for Optionee’s faithful performance of this Agreement, Optionee agrees, immediately upon receipt of the stockcertificate(s) evidencing the Shares, to deliver such certificate(s), together with two (2) copies of a blank Stock Power and Assignment Separate from StockCertificate in the form attached to the Exercise Agreement (the “Stock Powers”), both executed by Optionee (and Optionee’s spouse, if any) (with thetransferee, certificate number, date and number of Shares left blank), to the Secretary of the Company or other designee of the Company (the “EscrowHolder”), who is hereby appointed to hold such certificate(s) and Stock Powers in escrow and to take all such actions and to effectuate all such transfersand/or releases of such Shares as are in accordance with the terms of this Agreement. Optionee and the Company agree that Escrow Holder will not beliable to any party to this Agreement (or to any other party) for any actions or omissions unless Escrow Holder is grossly negligent or intentionallyfraudulent in carrying out the duties of Escrow Holder under this Agreement. Escrow Holder may rely upon any letter, notice or other document executedwith any signature purported to be genuine and may rely on the advice of counsel and obey any order of any court with respect to the transactionscontemplated by this Agreement and will not be liable for any act or omission taken by Escrow Holder in good faith reliance on such documents, the adviceof counsel or a court order. The Shares will be released from escrow upon termination of both of the Stockholders Agreement and Repurchase Option.

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13. RESTRICTIVE LEGENDS AND STOP-TRANSFER ORDERS.

13.1. Legends. Optionee understands and agrees that the Company will place the legends set forth below or similar legends on any stockcertificate(s) evidencing the Shares, together with any other legends that may be required by state or U.S. Federal securities laws, the Company’sCertificate of Incorporation or Bylaws, the Stockholders Agreement any other agreement between Optionee and the Company, or any agreement betweenOptionee and any third party (and any other legend(s) that the Company may become obligated to place on the stock certificate(s) evidencing the Sharesunder the terms of any agreement to which the Company is or may become bound or obligated):

(a) THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES ARESUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT ASPERMITTED UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OREXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THISINVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL INFORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS INCOMPLIANCE WITH THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS.

(b) THE TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO ASTOCKHOLDERS AGREEMENT DATED AS OF OCTOBER 7, 2015, AMONG THE ISSUER OF SUCH SECURITIES (THE “COMPANY”) ANDCERTAIN OF THE COMPANY’S STOCKHOLDERS, AS THE SAME MAY BE AMENDED OR MODIFIED FROM TIME TO TIME. A COPY OFSUCH STOCKHOLDERS AGREEMENT SHALL BE FURNISHED WITHOUT CHARGE BY THE COMPANY TO THE HOLDER HEREOF UPONWRITTEN REQUEST.

(c) THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON RESALEAND TRANSFER, INCLUDING THE REPURCHASE OPTION HELD BY THE ISSUER AND/OR ITS ASSIGNEE(S) AS SET FORTH IN A STOCKAGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THEPRINCIPAL OFFICE OF THE ISSUER. SUCH SALE AND TRANSFER RESTRICTIONS, INCLUDING THE REPURCHASE OPTION, AREBINDING ON TRANSFEREES OF THESE SHARES.

(d) THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A MARKET STANDOFF RESTRICTIONAS SET FORTH IN A CERTAIN STOCK OPTION AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES,A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER. AS A RESULT OF SUCH AGREEMENT, THESESHARES MAY NOT BE TRADED PRIOR TO 180 DAYS (AND POSSIBLY LONGER) AFTER THE EFFECTIVE DATE OF CERTAIN PUBLICOFFERINGS OF THE COMMON STOCK OF THE ISSUER HEREOF. SUCH RESTRICTION IS BINDING ON TRANSFEREES OF THESESHARES.

13.2. Stop-Transfer Instructions. Optionee agrees that, to ensure compliance with the restrictions imposed by this Agreement, theCompany may issue appropriate “stop-transfer” instructions to its transfer agent, if any, and if the Company transfers its own securities, it may makeappropriate notations to the same effect in its own records.

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13.3. Refusal to Transfer. The Company will not be required (i) to transfer on its books any Shares that have been sold or otherwisetransferred in violation of any of the provisions of this Agreement or (ii) to treat as owner of such Shares, or to accord the right to vote or pay dividends toany purchaser or other transferee to whom such Shares have been so transferred.

14. WAIVER OF STATUTORY INFORMATION RIGHTS. Optionee acknowledges and understands that, but for the waiver made herein,Optionee would be entitled, upon written demand under oath stating the purpose thereof, to inspect for any proper purpose, and to make copies and extractsfrom, the Company’s stock ledger, a list of its stockholders, and its other books and records, and the books and records of subsidiaries of the Company, ifany, under the circumstances and in the manner provided in Section 220 of the General Corporation Law of Delaware (any and all such rights, and any andall such other rights of Optionee as may be provided for in Section 220, the “Inspection Rights”). In light of the foregoing, until the first sale of CommonStock of the Company to the general public pursuant to a registration statement filed with and declared effective by the SEC under the Securities Act,Optionee hereby unconditionally and irrevocably waives the Inspection Rights, whether such Inspection Rights would be exercised or pursued directly orindirectly pursuant to Section 220 or otherwise, and covenants and agrees never to directly or indirectly commence, voluntarily aid in any way, prosecute,assign, transfer, or cause to be commenced any claim, action, cause of action, or other proceeding to pursue or exercise the Inspection Rights. Theforegoing waiver applies to the Inspection Rights of Optionee in Optionee’s capacity as a stockholder and shall not affect any rights of a director, in his orher capacity as such, under Section 220. The foregoing waiver shall not apply to any contractual inspection rights of Optionee under any written agreementwith the Company.

15. GENERAL PROVISIONS.

15.1. Interpretation. Any dispute regarding the interpretation of this Agreement shall be submitted by Optionee or the Company to theCommittee for review. The resolution of such a dispute by the Committee shall be final and binding on the Company and Optionee.

15.2. Entire Agreement. The Plan, the Grant Notice and the Exercise Agreement are each incorporated herein by reference. ThisAgreement, the Grant Notice, the Plan and the Exercise Agreement constitute the entire agreement of the parties with respect to the subject matter hereofand supersede all prior undertakings and agreements with respect to such subject matter. This Agreement may only be modified or amended in writingsigned by the Company and Optionee.

16. NOTICES.

17. Any notice required or permitted under this Agreement or any agreement executed and delivered in connection with this Agreementshall be in writing and shall be either personally delivered, or mailed by first class mail, return receipt requested, to Purchaser at the address indicated in theCompany’s records for such Person, and to the Company at the address below indicated:


GoodRx Holdings, Inc.c/o Francisco PartnersOne Letterman DriveBuilding C, Suite 410

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San Francisco, CA 94129Attention: Chris Adams and Adam SolomonFax: (415) 418-2999

and

GoodRx Holdings, Inc.c/o Spectrum Equity140 New Montgomery, 20th Fl.San Francisco, CA 94105Attn: Stephen LeSieurFax: (415) 464-4600

With a copy to:

M&H, LLP525 Middlefield Road, Suite 250Menlo Park, California 94025Attention: Kerry SmithFax: (650) 3317001

18. or such other address or to the attention of such other person as the recipient party shall have specified by prior written notice to the sendingparty. Any notice under this Agreement shall be deemed to have been given when so delivered or mailed.

19. SUCCESSORS AND ASSIGNS. The Company may, in its sole discretion, assign any of its rights under this Agreement and the StockholdersAgreement including its rights to purchase Shares under both the Right of Repurchase and Repurchase Option. This Agreement shall be binding upon andinure to the benefit of the successors and assigns of the Company. Subject to the restrictions set forth herein and in the Stockholders Agreement, thisAgreement shall be binding upon Optionee and Optionee’s heirs, executors, administrators, legal representatives, successors and assigns.

20. GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware assuch laws are applied to agreements between Delaware residents entered into and to be performed entirely within Delaware. If any provision of thisAgreement is determined by a court of law to be illegal or unenforceable, then such provision will be enforced to the maximum extent possible and theother provisions will remain fully effective and enforceable.

21. FURTHER ASSURANCES. The parties agree to execute such further documents and instruments and to take such further actions as may bereasonably necessary to carry out the purposes and intent of this Agreement.

22. TITLES AND HEADINGS. The titles, captions and headings of this Agreement are included for ease of reference only and will bedisregarded in interpreting or construing this Agreement. Unless otherwise specifically stated, all references herein to “sections” and “exhibits” will mean“sections” and “exhibits” to this Agreement.

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23. COUNTERPARTS. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered will bedeemed an original, and all of which together shall constitute one and the same agreement.

24. SEVERABILITY. If any provision of this Agreement is determined by any court or arbitrator of competent jurisdiction to be invalid, illegal orunenforceable in any respect, such provision will be enforced to the maximum extent possible given the intent of the parties hereto. If such clause orprovision cannot be so enforced, such provision shall be stricken from this Agreement and the remainder of this Agreement shall be enforced as if suchinvalid, illegal or unenforceable clause or provision had (to the extent not enforceable) never been contained in this Agreement. Notwithstanding theforgoing, if the value of this Agreement based upon the substantial benefit of the bargain for any party is materially impaired, which determination as madeby the presiding court or arbitrator of competent jurisdiction shall be binding, then both parties agree to substitute such provision(s) through good faithnegotiations.

* * * * *

Attachments:

Annex A: Form of Stock Option Exercise Notice and Agreement

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ANNEX A

FORM OF STOCK OPTION EXERCISE NOTICE AND AGREEMENT

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ANNEX AVESTED ONLY

1. STOCK OPTION EXERCISE NOTICE AND AGREEMENT



*NOTE: You must sign this Notice on Page 4 before submitting it to GoodRx Holdings, Inc. (the “Company”).

OPTIONEE INFORMATION: Please provide the following information about yourself (“Optionee”): Name: Social Security Number: Address: Employee Number:

OPTION INFORMATION: Please provide this information on the option being exercised (the “Option”): Date of Grant: Type of Stock Option:Exercise Price per Share: $______ ☒ Nonqualified (NQSO)Total number of shares of Common Stock of the Company subject to theOption:

EXERCISE INFORMATION:

Number of shares of Common Stock of the Company for which the Option is now being exercised: __________________. (These shares are referred tobelow as the “Purchased Shares.”)

Total Exercise Price being paid for the Purchased Shares: $______________

Form of payment enclosed [check all that apply]:

☐ Check for $____________, payable to “GoodRx Holdings, Inc”.

☐ Wire transfer to the Company for $____________.

☐ Other form of consideration as permitted by the Option Agreement. Please describe:

________________________________________________________________________.

AGREEMENTS, REPRESENTATIONS AND ACKNOWLEDGMENTS OF OPTIONEE: By signing this Stock Option Exercise Notice and Agreement, Optionee herebyagrees with, and represents to, the Company as follows:

2. Terms Governing. I acknowledge and agree with the Company that I am acquiring the Purchased Shares by exercise of the Option subject to allother terms and conditions of the Notice of Stock Option Grant and the Stock Option Agreement that govern the Option, including without limitationthe terms of the Company’s 2015 Equity Incentive Plan, as it may be amended (the “Plan”).

3. Investment Intent; Securities Law Restrictions. I represent and warrant to the Company that I am acquiring and will hold the Purchased Shares for

investment for my account only, and not with a view to, or for resale in connection with, any “distribution” of the Purchased Shares within themeaning of the Securities Act of 1933, as amended (the “Securities Act”). I understand that the Purchased Shares have not been registered under theSecurities Act by reason of a specific exemption from such registration requirement and that the Purchased Shares must be held by me indefinitely,unless they are subsequently registered under the Securities Act or I obtain an opinion of counsel (in form and substance satisfactory to the Companyand its counsel) that registration is not required. I acknowledge that the Company is under no obligation to register the Purchased Shares under theSecurities Act or under any other securities law.

4. Restrictions on Transfer; Rule 144. I acknowledge that the Purchased Shares are subject to the restrictions on Transfer set forth in the Notice ofStock Option Grant and the Stock Option Agreement that govern the Option. I will not sell, transfer or otherwise dispose of the Purchased Shares inviolation of the Securities Act, the Securities Exchange Act of 1934, or the rules promulgated thereunder (including Rule 144 under the SecuritiesAct described below “Rule 144”) or of any other applicable securities laws. I am aware of Rule 144, which permits limited public resales ofsecurities acquired in a non-public offering, subject to satisfaction of certain conditions, which include (without limitation) that: (a) certain currentpublic information about the Company is available; (b) the resale occurs only after the holding period required by Rule 144 has been met; (c) the saleoccurs through an unsolicited “broker’s transaction;” and (d) the amount of securities being sold during any three-month period does not exceedspecified limitations. I understand that the conditions for resale set forth in Rule 144 have not been satisfied and that the Company has no plans tosatisfy these conditions in the foreseeable future.

5. Access to Information; Understanding of Risk in Investment. I acknowledge that I have received and had access to such information as I considernecessary or appropriate for deciding whether to invest in the Purchased Shares and that I had an opportunity to ask questions and receive answersfrom the Company regarding the terms and conditions of the issuance of the Purchased Shares. I am aware that my investment in the Company is aspeculative investment that has limited liquidity and is subject to the risk of complete loss. I am able, without impairing my financial condition, tohold the Purchased Shares for an indefinite period and to suffer a complete loss of my investment in the Purchased Shares.

6. Stockholders Agreement; Repurchase Option; Market Stand-off. I acknowledge that the Purchased Shares remain subject to the StockholdersAgreement, as amended, the Company’s Repurchase Option and the market stand-off covenants (sometimes referred to as the “lock-up”), all inaccordance with the Notice of Stock Option Grant and the Option Agreement that govern the Option

7. Form of Ownership. I acknowledge that the Company has encouraged me to consult my own adviser to determine the form of ownership of thePurchased Shares that is appropriate for me. In the event that I choose to transfer my Purchased Shares to a trust, I agree to sign a Stock TransferAgreement. In the event that I choose to transfer my Purchased Shares to a trust that is not an eligible revocable trust, I also acknowledge that thetransfer will be treated as a “disposition” for tax purposes. As a result, unfavorable tax consequences may occur.

8. Investigation of Tax Consequences. I acknowledge that the Company has encouraged me to consult my own advisor to determine the taxconsequences of acquiring the Purchased Shares at this time.

9. Other Tax Matters. I agree that the Company does not have a duty to design or administer the Plan or its other compensation programs in a mannerthat minimizes my tax liabilities. I will not make any claim against the Company or its Board, officers or employees related to tax liabilities arisingfrom my options or my other compensation. In particular, I acknowledge that my options (including the

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Option) are exempt from Section 409A of the Internal Revenue Code only if the exercise price per share is at least equal to the fair market value pershare of the Common Stock at the time the option was granted by the Board. Since shares of the Common Stock are not traded on an establishedsecurities market, the determination of their fair market value was made by the Board and/or by an independent valuation firm retained by theCompany. I acknowledge that there is no guarantee in either case that the Internal Revenue Service will agree with the valuation, and I will not makeany claim against the Company or its Board of Directors, officers or employees in the event that the Internal Revenue Service asserts that thevaluation was too low.

10. Stock Powers. As security for my faithful performance of this Agreement, including the Notice of Stock Option Grant and the Option Agreement, I(and my spouse, if any) have executed and deliver herewith two copies of the Stock Power and Assignment Separate from Stock Certificate, in theform attached hereto as Exhibit 1 (with the date and number of shares left blank) (the “Stock Powers”).

11. Confidentiality. To the extent not covered by an existing agreement concerning confidentiality or non-disclosure between me and the Company, Iagree that I shall at all times hold in strict confidence and not disclose to any individual or entity, and shall not use for any purpose other than for thebenefit of the Company, all non-public information of the Company received by me (including without limitation information disclosed to me inconnection with the Option Agreement, exercise of my option, or my being an option holder or stockholder of the Company) except upon the priorwritten authorization of the Company.

12. Escrow. Immediately upon receipt of the stock certificate evidencing the Shares, I will deliver such certificate to the Escrow Holder to be held inescrow in accordance with the terms of the Notice of Stock Option Grant and the Option Agreement and this Agreement.

13. Consent of Spouse. As a further condition to the Company’s obligations under this Agreement, I deliver herewith the Consent of Spouse attachedhereto as Exhibit 2 executed by my spouse (or appropriated marked and executed by me if I do not have a spouse).

14. 13. California Corporate Securities Law. THE SALE OF THE SECURITIES WHICH ARE THE SUBJECT OF THIS AGREEMENT HAS NOTBEEN QUALIFIED WITH THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA AND THE ISSUANCE OF THESECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION THEREFOR PRIOR TO THE QUALIFICATIONIS UNLAWFUL, UNLESS THE SALE OF SECURITIES IS EXEMPT FROM QUALIFICATION BY SECTION 25100, 25102 OR 25105 OF THECALIFORNIA CORPORATIONS CODE. THE RIGHTS OF ALL PARTIES TO THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPONTHE QUALIFICATION BEING OBTAINED, UNLESS THE SALE IS SO EXEMPT.

15. 14. Tax Withholding. As a condition of exercising the Option, I agree to make adequate provision for foreign, federal, state or other tax withholdingobligations, if any, which arise upon the grant, vesting or exercise of this Option, or disposition of the Purchased Shares, whether by withholding,direct payment to the Company, or otherwise.

16. IMPORTANT NOTE: I HAVE REVIEWED WITH MY OWN TAX ADVISORS THE FEDERAL, STATE, LOCAL AND FOREIGN TAXCONSEQUENCES OF THIS INVESTMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. I AM RELYING SOLELYON SUCH ADVISORS AND NOT ON ANY STATEMENTS OR REPRESENTATIONS OF THE COMPANY OR ITS AGENTS.

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The undersigned hereby executes and delivers this Stock Option Exercise Notice and Agreement and agrees to be bound by its terms SIGNATURE: DATE: [NAME]

Attachments:

Exhibit 1– Stock Powers and Assignments Separate from Stock Certificate

Exhibit 2– Spousal Consent

[Signature Page to Stock Option Exercise Notice and Agreement]

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EXHIBIT 1

STOCK POWERS AND ASSIGNMENTS SEPARATE FROM STOCK CERTIFICATE

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Stock Power And AssignmentSeparate From Stock Certificate

FOR VALUE RECEIVED and pursuant to that certain Stock Option Exercise Notice and Agreement, dated as of _______________ (the“Agreement”), the undersigned hereby sells, assigns and transfers unto ___________________________ (“Purchaser”), __________ shares of theCommon Stock of GoodRx Holdings, Inc., a Delaware corporation (the “Company”), standing in the undersigned’s name on the books of the Companyrepresented by Certificate No(s).________ delivered herewith, and does hereby irrevocably constitute and appoint the Secretary of the Company as theundersigned’s attorney-in-fact, with full power of substitution, to transfer said stock on the books of the Company. THIS ASSIGNMENT MAY ONLY BEUSED AS AUTHORIZED BY THE AGREEMENT AND ANY EXHIBITS THERETO.

Dated:

(Signature) (Please Print Name) (Signature)(Purchaser’s Spouse) (Please Print Name)

Instruction: Please do not fill in any blanks other than the signature line. The purpose of this Stock Power and Assignment is to enable the Companyand/or its assignee(s) to acquire the shares upon exercise of its rights under the Agreement, as set forth in the Agreement, without requiring additionalsignatures on the part of Purchaser or Purchaser’s Spouse.

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Stock Power And AssignmentSeparate From Stock Certificate

FOR VALUE RECEIVED and pursuant to that certain Stock Option Exercise Notice and Agreement, dated as of _______________ (the“Agreement”), the undersigned hereby sells, assigns and transfers unto ___________________________ (“Purchaser”), __________ shares of theCommon Stock of GoodRx Holdings, Inc., a Delaware corporation (the “Company”), standing in the undersigned’s name on the books of the Companyrepresented by Certificate No(s).________ delivered herewith, and does hereby irrevocably constitute and appoint the Secretary of the Company as theundersigned’s attorney-in-fact, with full power of substitution, to transfer said stock on the books of the Company. THIS ASSIGNMENT MAY ONLY BEUSED AS AUTHORIZED BY THE AGREEMENT AND ANY EXHIBITS THERETO.

Dated:

(Signature) (Please Print Name) (Signature)(Purchaser’s Spouse) (Please Print Name)

Instruction: Please do not fill in any blanks other than the signature line. The purpose of this Stock Power and Assignment is to enable the Companyand/or its assignee(s) to acquire the shares upon exercise of its rights under the Agreement, as set forth in the Agreement, without requiring additionalsignatures on the part of Purchaser or Purchaser’s Spouse.

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EXHIBIT 2

CONSENT OF SPOUSE

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CONSENT OF SPOUSE

The undersigned spouse hereby acknowledges that I have read the following plans, arrangements and agreements to which my spouse is a party orsubject:

GoodRx Holdings, Inc. [Option][Stock] Agreement, dated _________, ____ GoodRx Holdings, Inc. 2015 Equity Incentive Plan (the “Plan”)

and that I understand their contents. I am aware that such plans, arrangements and agreements (i) provide for the repurchase, under certain circumstances,of any and all shares of capital stock of GoodRx Holdings, Inc., a Delaware corporation (the “Company”), that are ever acquired by my spouse pursuant tothe Plan and (ii) impose certain obligations upon my spouse and restrictions on transfer of my spouse’s shares of capital stock of the Company undercertain circumstances. I agree that my spouse’s interest in the capital stock of the Company is subject to the documents referred to above and the otheragreements referred to therein and any interest I may have in the Company or in such capital stock shall be irrevocably bound by these agreements and theother agreements referred to therein, and further agree that any community property interest of mine (if any) shall be similarly bound by these agreements.

For the benefit of the Company (which is relying hereon), the undersigned spouse irrevocably constitutes and appoints, on behalf of himself orherself and his or her heirs, legatees and assigns, ___________________, who is the spouse of the undersigned (the “Participant”), as the undersigned’strue and lawful attorney and proxy in his or her name, place and stead to sign, make, execute, acknowledge, deliver, file and record all documents whichmay be required, and to manage, vote, act and make all decisions with respect to (whether necessary, incidental, convenient or otherwise), any and allshares or capital stock or options to acquire capital stock of the Company in which the undersigned now has or hereafter acquires any interest and in anyand all shares of the Company now or hereafter held of record by the Participant (including but not limited to the right, without further signature, consent orknowledge of the undersigned spouse, to exercise or not to exercise any and all options under any appropriate agreements and to exercise amendments andmodifications of and to terminate the foregoing agreements and to dispose of any and all shares of capital stock or options to acquire capital stock of theCompany), with all powers the undersigned spouse would possess if personally present, it being expressly understood and intended by the undersigned thatthe foregoing power of attorney and proxy is coupled with an interest; and this power of attorney is a durable power of attorney and will not be affected bydisability, incapacity or death of the Participant, or dissolution of marriage and this proxy will not terminate without consent of the Participant and theCompany. Plan Participant: _________________ Spouse of Plan Participant: ____________Signature: ______________________ Signature: __________________________Printed Name: ___________________ Printed Name: _______________________

[ ] I do not have a spouse.

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Sign if box above is checked NAME:

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VESTED ONLY



NOTICE OF STOCK OPTION GRANT

[NAME]Address: _____________________

You have been granted an option to purchase Common Stock of GoodRx Holdings, Inc., a Delaware corporation (the “Company”), as follows:

Date of Grant: See eshares Exercise Price Per Share: See eshares Total Number of Shares of Common Stock(the “Shares”):

See eshares

Type of Option: Nonstatutory Stock Option Expiration Date:

See eshares. This Option expires earlier if Optionee’s service terminates earlier, as provided in theOption Agreement.

Vesting Commencement Date: See eshares Exercisability: Only vested Shares may be exercised. Vesting/Exercise Schedule: See eshares Termination Period:

The Option may be exercised for one (1) month after termination of employment or consultingrelationship except as set out in Section 3 of the Option Agreement (but in no event after theExpiration Date). Optionee is solely responsible for keeping track of these exercise periods followingtermination for any reason of his or her relationship with the Company. The Company will not providefurther notice of such periods.

By your signature and the signature of the Company’s representative below, you and the Company agree that this Option is granted under and governed bythe terms and conditions of the GoodRx Holdings, Inc. 2015 Equity Incentive Plan and Option Agreement, both of which are attached to and made a part ofthis document.

In addition, you agree and acknowledge that your rights to any Shares underlying this Option will be earned only as you provide services to theCompany over time, that the grant of this Option is not as consideration for services you rendered to the Company prior to your date of hire, and thatnothing in this Notice or the attached documents confers upon you any right to continue your employment or consulting relationship with the Company forany period of time, nor does it interfere in any way with your right or the Company’s right to terminate that relationship at any time, for any reason, with orwithout cause.

Also, to the extent applicable, the Exercise Price Per Share has been set in good faith compliance with the applicable guidance issued by the IRSunder Section 409A of the Code. However, there is no guarantee that the IRS will agree with the valuation, and by signing below, you agree andacknowledge that the Company, its Board, officers, employees and agents shall not be held liable for any applicable costs, taxes, or penalties associatedwith this Option if, in fact, the IRS or any other person (including, without limitation, a successor corporation or an acquirer in a Sale of the Company)were to determine that this Option constitutes deferred compensation under Section 409A of the Code. You should consult with your own tax advisorconcerning the tax consequences of such a determination by the IRS.

THE COMPANY:


By:

(Signature)

Name: Title: OPTIONEE: [NAME] (Signature) Address:

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OPTION AGREEMENT



This Option Agreement (this “Agreement”) is made and entered into as of the date of grant (the “Date of Grant”) set forth on the Notice of StockOption Grant (the “Grant Notice”) by and between GoodRx Holdings, Inc., a Delaware corporation (together with any successor thereto, the “Company”),and the optionee named on the Grant Notice (the “Optionee”). Capitalized terms not defined in this Agreement shall have the meaning ascribed to them inthe GoodRx Holdings, Inc. 2015 Equity Incentive Plan, as amended from time to time (the “Plan”), or in the Grant Notice, as applicable.

1. GRANT OF OPTION. The Company hereby grants to Optionee an option (this “Option”) to purchase up to the total number of shares ofCommon Stock of the Company (the “Common Stock”) set forth in the Grant Notice as the Shares (the “Shares”) at the Exercise Price Per Share set forthin the Grant Notice (the “Exercise Price”), subject to all of the terms and conditions of the Grant Notice, this Agreement and the Plan.

2. EXERCISE PERIOD.

2.1. Exercise Period of Option. Subject to the conditions set forth in this Agreement, this Option shall be exercisable during its term inaccordance with the Vesting/Exercise Schedule set forth in the Grant Notice. Notwithstanding any provision in the Plan or this Agreement to the contrary,on or after Optionee’s Termination Date, this Option may not be exercised with respect to any Shares that are Unvested Shares on Optionee’s TerminationDate.

2.2. Vesting of Option Shares. Shares with respect to which this Option is vested and exercisable at a given time pursuant to the VestingSchedule set forth in the Grant Notice are referred to herein as “Vested Shares.” Shares with respect to which this Option is not vested or exercisable at agiven time pursuant to the Vesting Schedule set forth in the Grant Notice are referred to herein as “Unvested Shares.”

2.3. Expiration. The Option shall expire on the Expiration Date set forth in the Grant Notice or earlier as provided in Section 3 below.

3. TERMINATION.

3.1. Termination for Any Reason Except Death, Disability or Cause. Except as provided in subsection 3.2 in a case in whichOptionee dies within three (3) months after Optionee’s service as an executive, director, consultant, other service provider or key employee of the Company(“Service”) is terminated other than for Cause, if Optionee’s Service is terminated for any reason (other than Optionee’s death or Disability or for Cause),then (a) on and after Optionee’s Termination Date, this Option shall expire immediately with respect to any Shares that are Unvested Shares and may not beexercised with respect to any Shares that are Unvested Shares on Optionee’s Termination Date and (b) this Option to the extent (and only to the extent) thatit is exercisable with respect to Vested Shares on Optionee’s Termination Date, may be exercised by Optionee no later than one (1) month after Optionee’sTermination Date (but in no event may this Option be exercised after the Expiration Date).

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3.2. Termination Because of Death or Disability. If Optionee’s Service is terminated because of Optionee’s death or Disability (or ifOptionee dies within three (3) months of the date Optionee’s Service terminates for any reason other than for Cause), then (a) on and after Optionee’sTermination Date, this Option shall expire immediately with respect to any Shares that are Unvested Shares and may not be exercised with respect to anyShares that are Unvested Shares on Optionee’s Termination Date and (b) this Option, to the extent (and only to the extent) that it is exercisable with respectto Vested Shares on Optionee’s Termination Date, may be exercised by Optionee (or Optionee’s legal representative) no later than six (6) months afterOptionee’s Termination Date, but in no event later than the Expiration Date.

3.3. Termination for Cause. If Optionee’s Service terminates for Cause, then Optionee may exercise this Option, but only with respectto any Shares that are Vested Shares on Optionee’s Termination Date, and this Option shall expire on Optionee’s Termination Date, or at such later time andon such conditions as may be affirmatively determined by the Board. On and after Optionee’s Termination Date, this Option shall expire immediately withrespect to any Shares that are Unvested Shares and may not be exercised with respect to any Shares that are Unvested Shares on Optionee’s TerminationDate.

3.4. No Obligation to Employ. Nothing in the Plan or this Agreement shall confer on Optionee any right to continue in the employ of, orother relationship with, the Company, or limit in any way the right of the Company to terminate Optionee’s employment or other relationship at any time,with or without Cause.

4. MANNER OF EXERCISE.

4.1. Stock Option Exercise Notice and Agreement. To exercise this Option, Optionee (or in the case of exercise after Optionee’s deathor incapacity, Optionee’s executor, administrator, heir or legatee, as the case may be) must deliver to the Company an executed Stock Option ExerciseNotice and Agreement in the form attached hereto as Annex A, or in such other form as may be approved by the Board from time to time (the “ExerciseAgreement”) and payment for the shares being purchased in accordance with this Agreement. The Exercise Agreement shall set forth, among other things,(i) Optionee’s election to exercise this Option, (ii) the number of Vested Shares being purchased, (iii) any representations, warranties and agreementsregarding Optionee’s investment intent and access to information as may be required by the Company to comply with applicable securities laws inconnection with any exercise of this Option, (iv) any other agreements required by the Company, and (v) Optionee’s obligation to execute and delivercertain Stock Powers and Assignments Separate from Stock Certificate to the Company. If someone other than Optionee exercises this Option, then suchperson must submit documentation reasonably acceptable to the Company verifying that such person has the legal right to exercise this Option and suchperson shall be subject to all of the restrictions contained herein as if such person were Optionee.

4.2. Limitations on Exercise. This Option may not be exercised unless such exercise is in compliance with all applicable federal andstate securities laws, as they are in effect on the date of exercise.

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